☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended April 30, 2018

or

☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from ____________ to ___________

Commission
File Number 001-15687

DIGERATI
TECHNOLOGIES, INC.

(Exact
Name of Registrant as Specified in Its Charter)

Nevada

74-2849995

(State
or Other Jurisdiction of
Incorporation or Organization)

(I.R.S.
Employer
Identification No.)

1600
NE Loop 410, Suite 126

San
Antonio, Texas

78209

Address
of Principal Executive Offices)

(Zip
Code)

Registrant’s
Telephone Number, Including Area Code:
(210) 775-0888

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large
accelerated filer ☐

Accelerated
filer ☐

Non-accelerated
filer ☐

Smaller
reporting Company ☒

Emerging
growth Company ☐

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No
☐

Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Number
of Shares

Class:

As
of:

11,333,781

Common
Stock $0.001 par value

June
13, 2018

DIGERATI
TECHNOLOGIES, INC.

QUARTERLY
REPORT ON FORM 10-Q

FOR
THE QUARTER ENDED APRIL 30, 2018

INDEX

PART
I-- FINANCIAL INFORMATION

Item
1.

Consolidated
Financial Statements (Unaudited)

1

Item
2.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

16

Item
3.

Quantitative
and Qualitative Disclosures About Market Risk

21

Item
4.

Control
and Procedures

21

PART
II-- OTHER INFORMATION

Item
1.

Legal
Proceedings

21

Item
1A.

Risk
Factors

21

Item
2.

Unregistered
Sales of Equity Securities and Use of Proceeds

21

Item
3.

Defaults
Upon Senior Securities

22

Item
5.

Other
Information

22

Item
6.

Exhibits

23

SIGNATURES

24

DIGERATI
TECHNOLOGIES, INC.

CONTENTS

PAGE
1

CONSOLIDATED
BALANCE SHEETS AS OF APRIL 30, 2018 AND JULY 31, 2017 (UNAUDITED)

PAGE
2

CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE THREE & NINE MONTHS ENDED APRIL 30, 2018 AND 2017 (UNAUDITED)

PAGE
3

CONSOLIDATED
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2018 AND 2017 (UNAUDITED)

Adjustments to reconcile net loss to cash used in by operating activities:

Loss on disposal of unproven oil and gas properties

-

248

Depreciation and amortization

89

13

Stock compensation and warrant expense

1,328

426

Gain on derivative instruments

(155

)

-

Amortization of debt discount to interest expense

34

-

Debt discount in excess of Face value

208

-

Changes in operating assets and liabilities:

Accounts receivable

7

(3

)

Escrow deposit related to acquisition

(1,495

)

-

Prepaid expenses and other current assets

(28

)

(10

)

Accounts payable

106

23

Accrued liabilities and customer deposits

115

73

Net cash used in operating activities

(2,338

)

(786

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of oil and gas property

-

Purchases of property & equipment

-

(1

)

Acquisition of VoIP assets

(125

)

-

Net cash used in investing activities

(125

)

(39

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock

360

-

Borrowings from notes payable

2,233

-

Repayment of principle on notes payable

(235

)

-

Borrowings from convertible debt, net of original issue cost and discounts

159

-

Net cash provided by financing activities

2,517

-

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

54

(825

)

CASH AND CASH EQUIVALENTS, beginning of period

673

1,169

CASH AND CASH EQUIVALENTS, end of period

$

727

$

344

SUPPLEMENTAL DISCLOSURES:

Cash paid for interest

$

7

$

-

See
accompanying notes to consolidated financial statements

3

DIGERATI
TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE
1 – BASIS OF PRESENTATION

The
accompanying unaudited interim consolidated financial statements of Digerati Technologies, Inc. ("we;" "us,"
"our," or the "Company") have been prepared in accordance with accounting principles generally accepted in
the United States of America and the rules of the United States Securities and Exchange Commission. In the opinion of management,
these interim financial statements contain all adjustments, consisting of normal recurring adjustments necessary for a fair presentation
of financial position and the results of operations for the interim periods presented. The results of operations for interim periods
are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements,
which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the year ended
July 31, 2017 contained in the Company’s Form 10-K filed on December 14, 2017 have been omitted.

Income
Taxes

The
effective tax rate was 0% for the nine months ended April 30, 2018 and 2017, respectively. The Company recognizes deferred tax
assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides
a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than
not.

Since
January 1, 2007, the Company accounts for uncertain tax positions in accordance with the authoritative guidance issued by the
Financial Accounting Standards Board on income taxes which addresses how an entity should recognize, measure and present in the
financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Pursuant to this
guidance, the Company recognizes a tax benefit only if it is “more likely than not” that a particular tax position
will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied,
the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized
upon settlement. As of April 30, 2018, we have no liability for unrecognized tax benefits.

Cash
and cash equivalents

The
Company considers all bank deposits and highly liquid investments with original maturities of three months or less to be cash
and cash equivalents.

Reclassifications

For
comparability, certain prior period amounts have been reclassified, where applicable, to conform to the financial statement presentation
used in fiscal 2018. The reclassifications have no impact on net loss.

NOTE
2 – GOING CONCERN

Financial
Condition

Digerati’s
consolidated financial statements for the period ending April 30, 2018 have been prepared on a going concern basis, which contemplates
the realization of assets and the settlement of liabilities in the normal course of business. Digerati has incurred net losses
and accumulated a deficit of approximately $80,184,000 since 1993 and a working capital deficit of approximately $707,000 which
raises substantial doubt about Digerati’s ability to continue as a going concern.

4

Management
Plans to Continue as a Going Concern

Management
believes that current available resources will not be sufficient to fund the Company’s operations over the next 12 months.
The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, among
other things, raising additional capital, issuing stock-based compensation to certain members of the executive management team
in lieu of cash, or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding,
the Company will seek to secure such additional funding from various possible sources, including equity or debt financing, sales
of assets, or collaborative arrangements. If the Company raises additional capital through the issuance of equity securities or
securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or
privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds
by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If
the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required
to relinquish its rights to certain technologies. There can be no assurance that the Company will be able to raise additional
funds, or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, it may be unable to
execute its business plan, the Company could be required to curtail its operations, and the Company may not be able to pay off
its obligations, if and when they come due.

The
Company will continue to work with various best-efforts funding sources to secure additional debt and equity financings. However,
Digerati cannot offer any assurance that it will be successful in executing the aforementioned plans to continue as a going concern.

Digerati’s
consolidated financial statements as of April 30, 2018 do not include any adjustments that might result from the inability to
implement or execute Digerati’s plans to improve our ability to continue as a going concern.

NOTE
3 – STOCK-BASED COMPENSATION

In
November 2015, Digerati adopted the Digerati Technologies, Inc. 2015 Equity Compensation Plan (the “Plan”). The Plan,
authorizes the grant of up to 7.5 million stock options, restricted common shares, non-restricted common shares and other awards
to employees, directors, and certain other persons. The Plan is intended to permit Digerati to retain and attract qualified individuals
who will contribute to the overall success of Digerati. Digerati’s Board of Directors determines the terms of any grants
under the Plan. Exercise prices of all stock options and other awards vary based on the market price of the shares of common stock
as of the date of grant. The stock options, restricted common stock, non-restricted common stock and other awards vest based on
the terms of the individual grant.

During
the nine months ended April 30, 2018, we issued:

●

644,731
common shares to various employees as part of the Company’s profit sharing plan
contribution. The Company recognized stock-based compensation expense of approximately
$226,000 equivalent to the value of the shares calculated based on the share’s
closing price at the grant dates. (See Note 4)

●

515,493
common shares to management for services in lieu of cash compensation. The Company recognized
stock-based compensation expense of approximately $155,000 equivalent to the value of
the shares calculated based on the share’s closing price at the grant dates. (See
Note 5)

●

1,025,000
options to purchase common shares to various employees with an exercise price of $0.35
per share and a term of 5 years. The options vest equally over a period of one year.
The options have a fair market value of $218,800.

●

275,000
options to purchase common shares to various employees with an exercise price of $0.35
per share and a term of 5 years. The options vest equally over a period of two years.
The options have a fair market value of $74,800.

●

545,000
options to purchase common shares to various employees with an exercise price of $0.35
per share and a term of 5 years. The options vest equally over a period of three years.
The options have a fair market value of $164,900.

The
fair market value of all options issued was determined using the Black-Scholes option pricing model which used the following assumptions:

Expected dividend yield

0.00

%

Expected stock price volatility

170.44

%

Risk-free interest rate

2.10

%

Expected term

1.0 - 3.0 years

Digerati
recognized approximately $585,000 and $426,000 in stock-based compensation expense to employees during the nine months ended April
30, 2018 and 2017, respectively. Unamortized compensation cost totaled $338,000 and $140,000 at April 30, 2018 and April 30, 2017,
respectively.

5

NOTE
4 – NON-STANDARDIZED PROFIT SHARING PLAN

We
currently provide a Non-Standardized Profit Sharing Plan ("Plan"), adopted September 15, 2006. Under the plan our employees
qualify to participate in the plan after one year of employment. Contributions under the plan are based on 25% of the annual base
salary of each eligible employee up to $54,000 per year. Contributions under the plan are fully vested upon funding.

During
the period ended April 30, 2018 and April 30, 2017, the Company issued 644,731 and 1,003,966, respectively, common shares to various
employees as part of the Company’s profit sharing plan contribution. The Company recognized stock-based compensation expense
for April 30, 2018 and April 30, 2017 of $226,000 and $241,000 respectively, equivalent to the value of the shares calculated
based on the share’s closing price at the grant dates.

NOTE
5 – EQUITY

During
the nine months ended April 30, 2018, the Company issued the following shares of common stock and warrants:

In
August, 2017, the Company issued an aggregate of 480,000 shares of common stock for $240,000 and 3-year warrants to purchase 90,000
shares of common stock at an exercise price of $0.50 per share.

In
September, 2017, the Company issued an aggregate of 12,500 shares of common stock with a market value at time of issuance of $4,375.
The shares were issued for consulting services.

In
October, 2017, the Company issued an aggregate of 80,000 shares of common stock for $40,000 and 3-year warrants to purchase 15,000
shares of common stock at an exercise price of $0.50 per share.

In
December, 2017 the Company issued an aggregate of 644,731 shares of common stock to various employees as part of the Company’s
profit sharing plan contribution. The Company recognized stock-based compensation expense of approximately $226,000 equivalent
to the value of the shares calculated based on the share’s closing price at the grant dates.

In
December, 2017, the Company issued an aggregate of 500,000 shares of common stock with a market value of $175,000. The shares
were issued under an Asset Purchase Agreement.

In
December, 2017, the Company issued an aggregate of 100,000 shares of common stock with a market value at time of issuance of $40,000.
The shares were issued for consulting services.

In
January, 2018, the Company issued an aggregate of 250,000 shares of common stock with a market value at time of issuance of $135,000.
The shares were issued under an Equity Purchase Agreement.

In
January, 2018, the Company issued 515,493 shares of common stock to management for services in lieu of cash compensation. The
Company recognized stock-based compensation expense of approximately $155,000 equivalent to the value of the shares calculated
based on the share’s closing price at the grant dates.

In
March, 2018, the Company issued an aggregate of 160,000 shares of common stock for $80,000 and 3-year warrants to purchase 30,000
shares of common stock at an exercise price of $0.50 per share.

6

NOTE
6 - WARRANTS

During
the nine months ended April 30, 2018, the Company issued the following warrants:

In
August 2017, the Company secured $240,000 from various accredited investors under a private placement and issued 480,000 shares
of its common stock at a price of $0.50 per share and warrants to purchase an additional 90,000 shares of its common stock at
an exercise price of $0.50 per share. We determined that the warrants issued in connection with the private placement were equity
instruments and did not represent derivative instruments.

In
October 2017, the Company secured $40,000 from an accredited investor under a private placement and issued 80,000 shares of its
common stock at a price of $0.50 per share and warrants to purchase an additional 15,000 shares of its common stock at an exercise
price of $0.50 per share. We determined that the warrants issued in connection with the private placement were equity instruments
and did not represent derivative instruments.

In
December 2017, Digerati issued 100,000 warrants to a consultant for services, the warrants vested at time of issuance. The warrants
have a term of 5 years, with an exercise price of $0.50. At time of issuance the company recognized approximately $49,000 in warrant
expense using Black-Scholes valuation. Additionally, Digerati committed to issue 100,000 warrants if the Company’s stock
price traded at $0.75 per share for 10 consecutive days, to issue 100,000 warrants if the Company’s stock price traded at
$1.00 per share for 10 consecutive days, and to issue 100,000 warrants if the Company’s stock price traded at $1.25 per
share for 10 consecutive days. The term of the Agreement is one year. As a result of the commitment to issue additional warrants
in the future, the Company recorded a derivative liability at the origination of the Agreement of $77,000. This liability was
re-measured at the April 30, 2018 which resulted in a gain on change in derivative value of $50,000 during the nine month period
ended.

In
January 2018, Digerati issued 100,000 warrants to various consultants for services, the warrants vested at time of issuance. The
warrants have a term of 5 years, with an exercise price of $0.50. At time of issuance the company recognized approximately $49,000
in warrant expense using Black-Scholes valuation. These warrants were re-priced in April 2018 to have an exercise price of $0.15
per share resulting in a charge of $1,400 during April 2018.

In
January 2018, Digerati issued 220,000 warrants to a consultant for services, the warrants vested at time of issuance. The warrants
have a term of 5 years, with an exercise price of $0.001. At time of issuance the company recognized approximately $119,000 in
warrant expense using Black-Scholes valuation.

In
March 2018, the Company secured $80,000 from an accredited investor under a private placement and issued 160,000 shares of its
common stock at a price of $0.50 per share and warrants to purchase an additional 30,000 shares of its common stock at an exercise
price of $0.50 per share. We determined that the warrants issued in connection with the private placement were equity instruments
and did not represent derivative instruments.

In
March 2018, Digerati issued 300,000 warrants under a two promissory notes, the warrants vested at time of issuance. The warrants
have a term of 3 years, with an exercise price of $0.10. At time of issuance the company recognized approximately $125,000 in
warrant expense using Black-Scholes valuation.

In
April 2018, Digerati issued 100,000 warrants under a promissory note, the warrants vested at time of issuance. The warrants have
a term of 3 years, with an exercise price of $0.50. At time of issuance the company recognized approximately $29,000 in warrant
expense using Black-Scholes valuation.

In
April 2018, Digerati issued 300,000 warrants under a promissory note, the warrants vested at time of issuance. The warrants have
a term of 5 years, with an exercise price of $0.15. At time of issuance the company recognized approximately $115,000 in warrant
expense using Black-Scholes valuation.

The
fair market value of all warrants issued was determined using the Black-Scholes option pricing model which used the following
assumptions:

Expected dividend yield

0.00

%

Expected stock price volatility

160.93% - 176.73

%

Risk-free interest rate

2.24% - 2.80

%

Expected term

3.0 years - 5.0 years

7

A
summary of the warrants as of April 30, 2018 and July 31, 2017 and the changes during periods are presented below:

Weighted-average

Weighted-average

remaining contractual

Warrants

exercise price

term (years)

Outstanding at July 31, 2017

510,000

$

0.29

2.87

Granted

1,255,000

$

0.21

3.44

Exercised

-

-

-

Cancelled

-

-

-

Outstanding at April 30, 2018

1,765,000

$

0.23

3.00

Exercisable at April 30, 2018

1,765,000

$

0.23

3.00

NOTE
7 – SIGNIFICANT CUSTOMERS

During
the nine months ended April 30, 2018, the Company derived a significant amount of revenue from five customers, comprising 10%,
7%, 5%, 5% and 4% of the total revenue for the period, respectively, compared to four customers, comprising 28%, 23%, 11% and
4% of the total revenue for the nine months ended April 30, 2017.

During
the nine months ended April 30, 2018, the Company derived a significant amount of accounts receivable from four customers, comprising
13%, 12%, 10% and 10% of the total accounts receivable for the period, compared to three customers, comprising 63%, 11% and 9%
of the total accounts receivable for the nine months ended April 30, 2017.

NOTE
8 – AGREEMENT AND PLAN OF MERGER

On
May 8, 2017, Shift8 Technologies, In., a Nevada corporation (“Shift8 Tech” or “Shift8”), a wholly owned
subsidiary of Digerati Technologies, Inc., a Nevada corporation (the “Company”), and T3 Acquisition, Inc., a Florida
corporation (Acquisition Sub”), and newly formed wholly-owned subsidiary of Shift8 Tech, entered into an Agreement and Plan
Merger (the “Merger Agreement”) with T3 Communications, a Florida corporation (“T3”). The Merger Agreement
provides that, upon the terms and subject to the conditions thereof, the Acquisition Sub will be merged with and into T3, with
T3 continuing as the surviving corporation and as a wholly-owned subsidiary of Shift8 Tech. The Company anticipates closing the
transaction during fourth quarter of fiscal year 2018, the Merger has been approved by the Shareholders of T3 and is subject to
certain customary closing conditions. In November 2017, under an Amendment to the Agreement and Plan of Merger, Shift8 funded
to T3 a nonrefundable extension fee of $200,000 to extend the closing date until December 22, 2017. In December 2017, Shift8 funded
to T3 a nonrefundable extension fee payment of $25,000 to extend the closing date until January 5, 2018. In January 2018, Shift8
funded to T3 a nonrefundable extension fee payment of $50,000 to extend the closing date until January 19, 2018. In February 2018,
Shift8 funded to T3 a nonrefundable extension fee payment of $70,000 to extend the closing date until February 28, 2018. In April
2018, Shift8 funded to T3 an additional deposit of $1,150,000.

On
May 2, 2018, the Company closed on the Merger Agreement with T3 Communications, Inc.

NOTE
9 – PURCHASE AGREEMENT

On
December 1, 2017, Shift8 and Synergy Telecom, Inc., a Delaware corporation ("Synergy"), closed a transaction to acquire
all the assets, assumed all customers, and critical vendor arrangements from Synergy. Shift8 acquired Synergy to increase its
customer base and obtain higher efficiency of its existing infrastructure. Shift8 paid $125,000 upon execution of the agreement,
issued 500,000 shares of common stock with a market value of $175,000, and entered into a promissory note for $125,000 with an
effective annual interest rate of 6% with 5 quarterly payments and a maturity date of February 28, 2019.

The
total purchase price was $425,000, the acquisition was accounted for under the purchase method of accounting, with Digerati identified
as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration assumed by Digerati was allocated
to customer contracts acquired, software licenses, and intangible assets based on their estimated fair values as of December 1,
2017. Allocation of the purchase price is based on the best estimates of management.

8

The
following information summarizes the allocation of the fair values assigned to the assets at the purchase date. The allocation
of fair values is preliminary and is subject to change in the future during the measurement period.

Synergy

Non-compete Agreement

$

100,000

Customer contracts

220,000

License - software

105,000

Total identifiable assets

$

425,000

Total Purchase price

$

425,000

The
following table summarizes the cost of amortizable intangible assets related to the acquisition:

Estimated

Useful life

Cost

(years)

License - software

$

105,000

2

Non-compete Agreement

100,000

5

Customer contracts

220,000

2

Total

$

425,000

The
Company incurred approximately $10,000 in costs associated with the acquisition. These included legal, and accounting.

The
Company expensed these cost during the nine months ended April 30, 2018.

Proforma

The
results of Synergy Telecom, are included in the consolidated financial statements effective December 1, 2017.

The
following schedule contains pro-forma consolidated results of operations for the nine months ended April 30, 2018 and 2017 as
if the acquisition occurred on August 1, 2017. The pro forma results of operations are presented for informational purposes only
and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on August
1, 2017, or of results that may occur in the future.

Nine months ended April 30,

2018

2017

Reported

Pro Forma

Reported

Pro Forma

Revenue

$

403

$

541

$

137

$

470

Income (loss) from operations

(2,452

)

(2,480

)

(1,556

)

(1,463

)

Net income (loss)

$

(2,547

)

$

(2,575

)

$

(1,556

)

$

(1,463

)

Earnings (loss) per common share-Basic and Diluted

$

(0.26

)

$

(0.26

)

$

(0.26

)

$

(0.24

)

9

NOTE
10 - CONVERTIBLE DEBENTURE

On
January 12, 2018, the Company entered into a securities purchase agreement with Peak One Opportunity Fund, L.P., a Delaware limited
partnership (“Peak One”). Under the agreement, Peak One agreed to purchase from us up to $600,000 aggregate principal
amount of our convertible debentures (together the “Debentures” and each individual issuance a “Debenture”),
bearing interest at a rate of 0% per annum, with maturity on the third anniversary of the respective date of issuance.

The
Company issued the first debenture (the “Debenture”) to Peak One on January 17, 2018 in the principal amount of $200,000
for a purchase price of $180,000 and 0% percent stated interest rate. The Company paid Peak One $6,000 for legal and compliance
fees. In addition, the Company paid $14,400 in other closing costs, these fees were deducted from the proceeds at time of issuance.
The Company recorded these discounts and cost of $40,400 as a discount to the Debenture and they will be amortized over the term
to interest expense.

The
Debenture provides Peak One with the option to convert any outstanding balance under the Debenture into shares of Common Stock
of the Company at a conversion price for each share of Common Stock equal to either: (i) if the date of conversion is prior to
the date that is 180 days after the issuance date, $0.50, or (ii) if the date of conversion is on or after the date that is 180
days after the issuance date, the lesser of (a) $0.50 or (b) at 70% of the lowest closing bid price of the Company’s Common
Stock during the twenty trading days prior to conversion, provided, further, that if either the Company is not DWAC operational
at the time of conversion or the Common Stock is traded on the OTC Pink at the time of conversion, then 70% shall automatically
adjust to 65% of the lowest closing bid price.

The
Company may at its option call for redemption all or part of the Debentures, with the exception of any portion thereof which is
the subject of a previously-delivered notice of conversion, prior to the maturity date for an amount equal to: (i) if the redemption
date is 90 days or less from the date of issuance, 110% of the sum of the principal amount so redeemed plus accrued interest,
if any; (ii) if the redemption date is greater than or equal to 91 days from the date of issuance and less than or equal to 120
days from the date of issuance, 115% of the sum of the principal amount so redeemed plus accrued interest, if any; (iii) if the
redemption date is greater than or equal to 121 days from the date of issuance and less than or equal to 50 days from the date
of issuance, 120% of the sum of the principal amount so redeemed plus accrued interest, if any; (iv) if the redemption date is
greater than or equal to 151 days from the date of issuance and less than or equal to 180 days from the date of issuance, 130%
of the sum of the principal amount so redeemed plus accrued interest, if any; and (v) if the redemption date is greater than or
equal to 181 days from the date of issuance, 140% of the sum of the principal amount so redeemed plus accrued interest, if any.

The
Company analyzed the Debenture for derivative accounting consideration and determined that the embedded conversion option qualified
as a derivative instrument, due to the variable conversion price. Therefore, as of the nine month period ending April 30, 2018,
the company recognized a debt, net of discount of $183,333 and has a charge to noncash interest expense of $224,524. In addition,
the Company has a derivative liability of $297,000 at April 30, 2018.

NOTE
11 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT

On
January 12, 2018, the Company entered into an equity purchase agreement with Peak One, whereby, upon the terms and subject to
the conditions thereof, the Peak One has agreed to purchase shares of our common stock at an aggregate price of up to $5,000,000
over the course of 24 months.
In connection with the execution of the purchase agreement,
we issued 250,000 shares of our common stock to Peak One as a commitment fee. At issuance, the Company recognized a non-cash
expense for $135,000 for the market value of the shares issued to Peak One.

From
time to time over the 24-month term, commencing on the date on which a registration statement registering the Purchase Shares
becomes effective, we may, in our sole discretion, provide to Peak One with a put notice to purchase a specified number of the
Purchase Shares subject to certain customary limitations. The actual amount of proceeds we receive pursuant to each put notice
is to be determined by: (i) 88% of the lowest market price of the Common Stock during the ten trading days immediately prior to
the date of the respective put date; and (ii) the valuation period, the period of seven trading days immediately following the
clearing date associated with the respective drawdown notice; the purchase price per share shall mean the lesser of 88% of the
lowest market price of the Common Stock during the valuation period or 88% of the lowest market price of the Common Stock
during the initial pricing period.

10

The
put amount requested pursuant to any single put notice must have an aggregate value of not less than $20,000 and a maximum
amount
up to the lesser of (a) $250,000 or (b) 250% of the average daily trading value of the common
stock in the ten (10) trading days immediately preceding the Put Notice.

We
also entered into a registration rights agreement with Peak One whereby we are obligated to file the registration statement to
register the resale of the purchase shares. Pursuant to the registration rights agreement, we must ( i ) file the registration
statement within thirty (30) calendar days from the closing date, (ii) use reasonable efforts to cause the Registration Statement
to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later
than the 90th calendar day following the closing date, and (iii) use its reasonable efforts to keep such registration statement
continuously effective under the Securities Act until all of the commitment shares and purchase shares have been sold there under
or pursuant to Rule 144. To date, the Company has not filed a registration statement with the SEC.

NOTE
12 - DEBT AND CONVERTIBLE DEBT

At
April 30, 2018 and July 31, 2017, outstanding debt consisted of the following: (In thousands)

Outstanding debt consisted of the following: (In thousands)

April 30,

July 31,

2018

2017

Note payable, payable upon maturity, bearing interest of 12% per annum, maturing September 15, 2018, provided, however, the Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. (See details below)

$

250

$

-

Note payable, payable upon maturity, bearing interest of 12% per annum, maturing September 15, 2018, provided, however, the Company shall have the right to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. (See details below)

Note payable, payable upon maturity, bearing interest of 0.00% per annum, maturing May 14, 2018, with an automatic extension until June 14, 2018. (See details below)

650

-

Note payable to Thermo Credit, LLC., interest payment for the first twenty-three months with a
balloon payment on the twenty-fourth month, maturing April 30, 2020, collateralized byShift8's accounts receivable. Bearing
an annual interest rate of prime plus 5.25%, adjusted quarterly on the first of each calendar quarter. However the rate will
never be less than 9.50% per annum, a commitment fee of 2% and monthly monitoring fee of .33% of the credit facility. Shift8
is required to maintain the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day
of each fiscal quarter, of at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal
quarter, of at least 1.25 to 1.00, and 3) A tangible net worth, at all times of at least $100,000. (See details below)

On
February 21, 2018, the Company entered into a Promissory Note (the "Note") for $35,000, bearing interest at a rate of
5% per annum, with maturity date of March 2, 2018. The Company paid the full principal amount outstanding and accrued interest
on March 2, 2018.

On
March 13, 2018, the Company entered into various Promissory Notes (the "Notes") for $200,000, bearing interest at a
rate of 12% per annum, with maturity date of April 13, 2018. In conjunction with the Notes, the Company issued 3-year warrants
to purchase 80,000 shares of common stock at an exercise price of $0.15 per share. The Company paid the full principal amount
outstanding and accrued interest on April 13, 2018.

11

In
March 2018, the Company entered into two (2) Promissory Notes (the "Notes") for $250,000 each, bearing interest at a
rate of 12% per annum. The Notes have a maturity date of September 15, 2018, provided, however, the Company shall have the right
to request that the maturity date to be extended by one (1) additional period of ninety (90) days, until December 14, 2018. The
Notes are payable every month, commencing April 15, 2018, in monthly payments of interest only and a single payment of the principal
amount outstanding plus accrued interes
t on September 15, 2018. T
he Company agreed
to repay the Notes from the proceeds from the Company's current private placement. As proceeds from the Private Placement are
received, the Company shall direct all funds to the Note Holders until the principal amount outstanding and accrued interest are
paid in full. In conjunction with the Notes, the Company issued 3-year warrants to purchase 300,000 shares of common stock each
at an exercise price of $0.10 per share. At time of issuance the company recognized approximately $125,000 in warrant expense
using Black-Scholes valuation. In addition, on March 15, 2018, the Company entered into a Note Conversion Agreement (the "Agreement")
with the Note holders, whereby, the holders may elect to convert up to 50% of the principal amount outstanding on the Notes into
Common Stock of Digerati at any time after 90 days of funding the Notes. The Conversion Price shall be the greater of: (i) the
Variable Conversion Price (as defined herein) or (ii) the Fixed Conversion Price (as defined herein). The
"
Variable
Conversion Price
"
shall be equal to the average closing price for Digerati's Common Stock (the “
Shares
”)
for the ten (10) Trading Day period immediately preceding the Conversion Date. “Trading Day” shall mean any day on
which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market
on which the Common Stock is then being traded. The
"
Fixed Conversion Price
"
shall mean $0.50. The Company
analyzed the Promissory notes for derivative accounting consideration and determined that the embedded conversion option qualified
as a derivative instrument, due to the variable conversion price. Therefore, as of the period ending April 30, 2018, the company
recognized a debt discount of $93,000 and $17,000 charge to noncash interest expense. In addition, the Company recognized $74,000
derivative liability as of April 30, 2018.

On
December 1, 2017, Shift8 and Synergy Telecom, Inc., a Delaware corporation ("Synergy"), closed a transaction to acquire
all the assets, assumed all customers, and critical vendor arrangements from Synergy. In conjunction with the transaction, Shift8
entered into a promissory note for $125,000 with an effective annual interest rate of 6% with 5 quarterly payments and a maturity
date of February 28, 2019.

On
April 30, 2018, Shift8 entered into a promissory note for $650,000 with an effective annual interest rate of 0% and a maturity
date of May 14, 2018, provided, however, the Maturity Date will automatically be extended by one (1) additional period of thirty
(30) days, until June 14, 2018. In addition, Shift8 entered into a Security Agreement, whereby Shift8 Agreed to pledge one third
of the outstanding shares of T3, the secured interest will continue until the principal balance is paid in full. Furthermore,
a late fee of $3,000 per calendar week will be accessed beginning on May 15, 2018 and will continue until he principal balance
is paid in full. We are currently in negotiations with the lender to extend the maturity date, and we are currently paying a $3,000
per week late fee.

On
April 30, 2018, Shift8 Networks, Inc. ("Shift8"), a subsidiary of Digerati Technologies, Inc. entered into a credit
facility under a promissory note of $500,000, interest payment for the first twenty-three months with a balloon payment on the
twenty-fourth month and a maturity date of April 30, 2020. Collateralized by Shift8 and T3's accounts receivables and with an
effective annual interest rate of prime plus 5.25%, adjusted quarterly on the first day of each calendar quarter. However, the
rate will never be less than 9.50% per annum. In the event of default, the interest rate will be the maximum nonusurious rate
of interest per annum permitted by whichever of applicable United States federal law or Louisiana law permits the higher interest
rate. Shift8 agreed to pay the lender a commitment fee of 1.00% upon payment of the first interest payment under the credit facility
and 1.00% on the first anniversary of the credit facility. In addition, Shift8 agreed to pay a monitoring fee of 0.33% of the
credit facility, payable in arrears monthly. Shift8 also agreed to pay an over-advance fee of 3.00% of the amount advanced in
excess of the borrowing base or maximum amount of the credit facility, payable in arrears monthly. Shift8 is required to maintain
the following financial covenants: 1) A consolidated debt service coverage ratio, as of the last day of each fiscal quarter, of
at least 1.25 to 1.00, 2) A fixed charge coverage ratio, as of the last day of each fiscal quarter, of at least 1.25 to 1.00,
and 3) A tangible net worth, at all times of at least $100,000.

12

On
April 27, 2018, Shift8 entered into a promissory note for $348,000 with an effective annual interest rate of 12% and a maturity
date of June 27, 2018. With a principal payment of $200,000 due on May 31, 2018 and a principal payment of $150,000 due on June
27, 2018. The promissory note is secured by a Pledge and Security Agreement, whereby Shift8 agreed to pledge the cash on hand
at one of the bank accounts owned by T3 until the principal payment is paid in full. In conjunction with the Notes, the Company
issued 3-year warrants to purchase 400,000 shares of common stock each at an exercise price of $0.15 per share. At time of issuance
the company recognized approximately $117,000 in warrant expense using Black-Scholes valuation. In June 2018, Shift8 in accordance
to the terms of the promissory note made a principal payment of $200,000.

NOTE
13 – SUBSEQUENT EVENTS

Promissory
Notes

On
May 1, 2018, Shift8 Technologies, Inc. ("Shift8") entered into a promissory note for $525,000 with an effective annual
interest rate of 8% and a maturity date of April 30, 2020. With a principal payment of $100,000 due on June 1, 2018 and a principal
payment of $280,823 due on April 30, 2020. Payment are based on a 60-month repayment schedule. The promissory note is secured
by a Pledge and Escrow Agreement, whereby Shift8 agreed to pledge 51% of the securities owned in T3 until the principal payment
is paid in full. In conjunction with the promissory note, the Company issued 3-year warrants to purchase 75,000 shares of common
stock at an exercise price of $0.50 per share. At time of issuance the company recognized approximately $20,000 in warrant expense
using Black-Scholes valuation. In June 2018, Shift8 in accordance to the terms of the promissory note made a principal payment
of $100,000.

On
May 1, 2018, Shift8 Technologies, Inc. ("Shift8") entered into a Stock Purchase Agreement ('SPA"), whereby in an
exchange for $250,000, Shift8 agreed to sell to the buyer 199,900 shares of common stock equivalent to 19.99% of the issued and
outstanding common share of Shift8 Technologies, Inc.

On
May 1, 2018, Shift8 entered into a promissory note for $275,000 with an effective annual interest rate of 0% with an interest
and principal payment of $6,000 per month and shall continue perpetuity until the entire principal amount is paid in full. The
promissory note is guaranteed to the lender by 15% of the stock owned by Shift8 in T3, the secured interest will continue until
the principal balance is paid in full. In conjunction with the promissory note, the Company issued 3-year warrants to purchase
100,000 shares of common stock at an exercise price of $0.50 per share.

On
May 1, 2018, Shift8 entered into a promissory note for $150,000 with an effective annual interest rate of 3% and a maturity date
of May 7, 2018. On May 4, 2018 the promissory note was paid in full.

Convertible
Promissory Note

On
May 30, 2018, the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC, a Delaware
limited liability company (“Firstfire”). Under the agreement, we issued Firstfire a $305,556 principal amount of a
convertible promissory note for a cash purchase price of $275,000 ( “Promissory note"), bearing interest at a rate
of 6% per annum, with maturity on the first anniversary of the date of issuance. The Company paid Firstfire $2,500 for legal and
compliance fees. The Company recorded the legal fees and other cost for a total of $30,400 as a discount to the Promissory note
and they will be amortized over the term to interest expense. I
n connection with the execution
of the securities purchase agreement, we issued 125,000 shares of our common stock to Firstfire as a commitment fee. At issuance,
the Company recognized a non-cash expense for $58,750 for the market value of the shares issued to Firstfire.

The
Promissory note provides Firstfire with the option to convert at any time on or after the 180th calendar day after the issue date,
to convert all or any portion of the then outstanding and unpaid principal amount and interest under the Promissory note into
shares of Common Stock of the Company at a conversion price for each share of Common Stock equal to the lower of (i) $0.50 (the
"Fixed Conversion Price") , or (ii) 65% of the lowest closing bid price of the Company’s Common Stock during the
twenty (20) consecutive trading day period immediately preceding the trading day that the Company receives a Notice of Conversion
(the “Alternate Conversion Price”)

13

The
Company may Prepay at any time prior to the 180th calendar day after the funding of the Promissory note all or part of the outstanding
principal balance, with the exception of any portion thereof which is the subject of a previously-delivered notice of conversion,
prior to the maturity date for an amount equal to: (i) if the prepayment date is 90 days or less from the date of issuance, 105%
of the sum of the principal amount to be prepaid plus accrued interest, if any; (ii) if the prepayment date is greater than or
equal to 91 days from the date of issuance and less than or equal to 120 days from the date of issuance, 110% of the sum of the
principal amount to be prepaid plus accrued interest, if any; (iii) if the prepayment date is greater than or equal to 121 days
from the date of issuance and less than or equal to 180 days from the date of issuance, 115% of the sum of the principal amount
to be prepaid plus accrued interest, if any.

In
the event of default, the note shall become immediately due and paid in full in an amount (the “Default Amount”) equal
to the principal amount then outstanding plus accrued interest through the date of full repayment multiplied by 150%. The holder
may, at its sole discretion, determine to accept payment part in Common Stock and part in cash.

The
Company analyzed the Promissory note for derivative accounting consideration and determined that the embedded conversion option
qualified as a derivative instrument, due to the variable conversion price. Therefore, as of the date of the Promissory note,
the company recognized a debt discount of $305,556 and recorded a $227,243 charge to noncash interest expense. In addition, the
Company recognized $499,743 in derivative liability as of the date of the Promissory note.

Equipment
Financing Agreement

In
May 2018, the Company acquired various servers under an equipment financing agreement (the “Financing Agreement”)
in the principal amount of $37,196, with 36 monthly principal and interest payments of $1,174, and 8.50% implied interest rate.
The Financing Agreement is secured by the equipment.

Employee
Stock Options

In
May 2018, the Company granted 420,000 stock options to purchase common shares to various employees with an exercise price of $0.45
per share and a term of 5 years. The options vest equally over a period of three (3) years. The options have a fair market value
of $160,200.

The
fair market value of all options issued was determined using the Black-Scholes option pricing model which used the following assumptions:

Expected dividend yield

0.00

%

Expected stock price volatility

162.72

%

Risk-free interest rate

2.78

%

Expected term

5.0 years

Other
Matters

On
May 31, 2018, the Company issued an aggregate of 40,000 shares of common stock for $20,000 and 3-year warrants to purchase 7,500
shares of common stock at an exercise price of $0.50 per share.

On
June 7, 2018, the Company issued an aggregate of 40,000 shares of common stock for $20,000 and 3-year warrants to purchase 7,500
shares of common stock at an exercise price of $0.50 per share.

Business
Acquisition

On
May 2, 2018, the Company closed on the Merger Agreement with T3 Communications, Inc. to increase its customer base and obtain
higher efficiency of its existing infrastructure. Upon closing, all extension fees of $1,495,000 were credited towards the purchase
price.

The
total purchase price was $3,211,945, the acquisition was accounted for under the purchase method of accounting, with the Company
identified as the acquirer. Under the purchase method of accounting, the aggregate amount of consideration assumed by the Company
was allocated to cash, customer contracts acquired, current assets, property plant and equipment and assumed payables based on
their estimated fair values as of May 2, 2018. Allocation of the purchase price is preliminary and based on the best estimates
of management.

14

The
following information summarizes the allocation of the fair values assigned to the assets and liabilities at the purchase date.
The allocation of fair values is preliminary and is subject to change in the future during the measurement period.

(in thousands)

T3

Cash

$

250

Accounts receivable

323

Intangible assets and Goodwill

2,569

Property and equipment, net

568

Other Assets

329

Total identifiable net assets

$

4,039

Less: liabilities assumed

(827

)

Total Purchase price

$

3,212

The
Company incurred approximately $160,000 in costs associated with the acquisition. These included legal, and accounting. The Company
expensed these cost during the nine months ended April 30, 2018.

Proforma

The
following schedule contains pro-forma consolidated balance sheet as of April 30, 2018 and the results of operations for the nine
months ended April 30, 2018 and 2017 as if the acquisition occurred on August 1, 2016. The pro forma results of operations are
presented for informational purposes only and are not indicative of the results of operations that would have been achieved if
the acquisition had taken place on August 1, 2016, or of results that may occur in the future.

As of April 30, 2018

As Reported

Adds

Pro Forma

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

727

$

(353

)

$

374

Accounts receivable

8

323

331

Other current assets

37

329

366

Escrow Deposits related to acquisition

1,495

(1,495

)

-

Total current assets

$

2,267

$

(1,196

)

$

1,071

LONG-TERM ASSETS:

Intangible assets, net

268

2,569

2,837

Property and equipment, net

85

568

653

Total assets

$

2,620

$

1,941

$

4,561

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts payable & accrued liabilities

$

1444

$

741

$

2,185

Current debt net of discount

1,530

1,200

2,730

Other long term liabilities

547

-

547

Long term debt

500

-

500

Total liabilities

4,021

1,941

5,962

Total stockholders' deficit

(1,401

)

-

(1,401

)

Total liabilities and stockholders' deficit

$

2,620

$

1,941

$

4,561

Nine months ended April 30,

As 2018

As 2017

Reported

Pro Forma

Reported

Pro Forma

Revenue

$

403

$

4,247

$

137

$

3,995

Income (loss) from operations

(2,452

)

(2,236

)

(1,556

)

(1,367

)

Net income (loss)

$

(2,547

)

$

(2,425

)

$

(1,556

)

$

(1,676

)

Earnings (loss) per common share-Basic and Diluted

$

(0.26

)

$

(0.25

)

$

(0.26

)

$

(0.28

)

15

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This
Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. “Forward-looking statements”
are those statements that describe management’s beliefs and expectations about the future. We have identified forward-looking
statements by using words such as “anticipate,” “believe,” “could,” “estimate,”
“may,” “expect,” “plan,” and “intend.” Although we believe these expectations
are reasonable, our operations involve a number of risks and uncertainties. Some of these risks include the availability and capacity
of competitive data transmission networks and our ability to raise sufficient capital to continue operations. Additional risks
are included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2017 filed with the Securities and Exchange
Commission on December 14, 2017.

The
following is a discussion of the unaudited interim consolidated financial condition and results of operations of Digerati for
the three and six months ended January 31, 2018 and 2017. It should be read in conjunction with our audited Consolidated Financial
Statements, the Notes thereto, and the other financial information included in the Company’s Annual Report on Form 10-K
for the fiscal year ended July 31, 2017 filed with the Securities and Exchange Commission on December 14, 2017. For purposes of
the following discussion, fiscal 2018 or 2018 refers to the year ended July 31, 2018 and fiscal 2017 or 2017 refers to the year
ended July 31, 2017.

Overview

Digerati
Technologies, Inc., a Nevada corporation (including our subsidiaries, “we,” “us,” “Company”
or “Digerati”), through our wholly-owned subsidiary, Shift8 Networks, Inc. (“Shift8”), provides a portfolio
of Internet-based telephony products and services through our cloud application platform and session-based communication network,
which is interconnected to numerous U.S. and foreign service providers. Our services are designed to provide enterprise-class,
carrier-grade services to small-to-medium sized businesses ("SMB") at affordable monthly rates. Our services, known
as Unified Communications as a Service (“UCaaS”) or cloud communications, include fully hosted IP/PBX, mobile applications,
Voice over Internet Protocol (“VoIP”) transport, SIP trunking, and customized VoIP services all delivered
Only
in the Cloud™
.

History

Digerati
was formed in 2004 as the successor to a business originally commenced by Latcomm International, Inc., a Canadian company formed
in 1994. We began providing communication services in 1995 along the U.S.-Mexico corridor to capitalize on the opportunities created
by the deregulation of the telecommunication industries within Latin America. Through FY 2012 our principal business was providing
transportation of voice traffic for other telecommunication service providers, wireless carriers and regional Internet telephony
providers using Voice over Internet Protocol (“VoIP”) technologies.

During
FY 2016 Flagship Energy Company, a wholly-owned subsidiary of Digerati, entered into an Agreement with a Texas-based contract-for-hire
oil and gas operator (“Operator”). Under the Agreement, Flagship utilized the Operator for the drilling, completion
and the initial operations of a shallow oil and gas well in conjunction with the purchase of 100% of Operator’s working
interest and 80% of its Net Revenue Interest. Under the Agreement, the Operator agreed to transfer all field-level operations
and assign 100% of a certain oil, gas and mineral lease to Flagship upon demand, which included a tract of land located in South
Texas. Additionally, Flagship entered into a Joint Operating Agreement ("JOA") with Operator, whereby the parties agreed
to develop the oil and gas well or wells for the production and retrieval of oil and gas commodities as provided for in the oil,
gas and mineral lease. During the fiscal 2017 the Company recognized a loss of $248,000 for the total capitalized investment amount
in the oil and gas properties.

Recent
Developments

On
December 1, 2017, Shift8 Technologies, In., a Nevada corporation (“Shift8”), a wholly owned subsidiary of Digerati
Technologies, Inc., a Nevada corporation (the “Company”), and Synergy Telecom, Inc., a Texas corporation ("Synergy"),
closed a transaction to acquire all the assets, assumed all customers, and critical vendor arrangements from Synergy.

In
May 2017, Shift8 and T3 Acquisition, Inc., a Florida corporation (“Acquisition Sub”), and newly formed wholly owned
subsidiary of Shift8, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with T3 Communications,
Inc., a Florida corporation (“T3”). The Merger Agreement provides that, upon the terms and subject to the conditions
thereof, the Acquisition Sub will be merged with and into T3, with T3 continuing as the surviving corporation and as a wholly
owned subsidiary of Shift8. On May2, 2018, the Company completed the acquisition of T3 Telecommunications, Inc., an established
UCaaS provider serving a high-growth corridor in Southwest Florida.

During
the period ended April 30, 2018, we have raised $280,000 through the issuance of 560,000 shares of Digerati common stock and three-year
warrants to purchase up to 105,000 shares of common stock at an exercise price of $0.50 per share.

16

Sources
of Revenue and Direct Cost

Sources
of revenue:

Global
VoIP Services
: We currently provide VoIP communication services on a limited basis to U.S. and foreign telecommunications
companies that lack transmission facilities, require additional capacity or do not have the regulatory licenses to terminate traffic
in Mexico, Asia, the Middle East and Latin America. Typically, these telecommunications companies offer their services to the
public for domestic and international long-distance services.

Global
VoIP Services:
We incur transmission and termination charges from our suppliers and the providers of the infrastructure and
network. The cost is based on rate per minute, volume of minutes transported and terminated through the network. Additionally,
we incur fixed Internet bandwidth charges and per minute billing charges. In some cases, we incur installation charges from certain
carriers. These installation costs are passed on to our customers for the connection to our VoIP network.

Cloud-based
hosted Services
: We incur bandwidth and co-location charges in connection with enhanced VoIP services. The bandwidth charges
are incurred as part of the connection between our customers to allow them access to our services.

Results
of Operations

Three
Months ended April 30, 2018 Compared to Three Months ended April 30, 2017

Cloud-based
hosted Services
. Cloud-based hosted services revenue increased by $146,000, or 292%, from the quarter ended April 30, 2017
to the quarter ended April 30, 2018. The increase in revenue between periods is primarily attributed to the
acquisition
of the customer base from Synergy Telecom, which resulted in an increase in monthly recurring services revenue. Hosted services
include the following, fully hosted IP/PBX services, IP trunking, call center applicati
ons, interactive voice response
auto attendant, call recording, simultaneous calling, voicemail to email conversion, SIP trunking and multiple other IP/PBX features
in a hosted environment.

C
ost
of Services (exclusive of depreciation and amortization).
The cost of services increased by $67,000, from the quarter ended
April 30, 2017 to the quarter ended April 30, 2018. The increase in cost of services is as a result of the increase in variable
cost associated with the increase in revenue as part of our recent acquisition, the increase in cost related to additional bandwidth
added to our network and the increase in additional hardware/devices deployed for our Value-Added Resellers ("VAR's").

Loss
on disposal of unproven oil and gas properties.
The Company reported a loss on disposal of unproven oil and gas properties
of $248,000 for the three months ended April 30, 2017 compared to a loss on disposal of assets $0 for the three months ended April
30, 2018. During the period ended April 30, 2017 the Company terminated its investment in the oil and gas properties and recognized
an impairment loss of $248,000 for the total capitalized investment amount.

Selling,
General and Administrative (SG&A) Expenses (exclusive of legal and professional fees).
SG&A expenses increased by
$100,000, or 43%, from the quarter ended April 30, 2017 to the quarter ended April 30, 2018. The increase is primarily attributed
the increase in number of employees and associated salaries as part of the acquisition of Synergy Telecom. The increase was slightly
offset by the reduction in cash compensation to the Company's management team, the reduction in cash compensation was realized
during the three months ended April 30, 2018.

17

Stock
Compensation Expense.
Stock compensation expense increased by $303,000, or 594%, from the quarter ended April 30, 2017 to
the quarter ended April 30, 2018. The increase is primarily attributed to the recognition of stock option expense of $82,000 associated
to the stock options granted to various employees during FY2018. In addition, during the three months ended April 30, 2018 the
Company recognized $271,000 in warrant expense for warrants issued in conjunction with various promissory notes associated with
the acquisition of T3 in May 2018.

Legal
and professional fees
. Legal and professional fees increased by $29,000 from the quarter ended April 30, 2017 to the quarter
ended April 30, 2018. The increase is attributed to professional and legal expenses incurred related to the professionals conducting
the due diligence on the acquisition of T3 Communications, Inc.

Depreciation
and amortization
. Depreciation and amortization increased by $46,000 from the quarter ended April 30, 2017 to the quarter
ended April 30, 2018. The increase is attributed to the amortization of capitalized intangible assets associated with the non-compete
and customer relationship attributed to the acquisition of Synergy's assets.

Operating
loss.
The Company reported an operating loss of $714,000 for the three months ended April 30, 2018 compared to an operating
loss of $563,000 for the three months ended April 30, 2017. The increase in operating loss between periods is primarily due to
the increase of $29,000 in legal and professional fees, the increase of $303,000 in stock compensation expense and the increase
of $100,000 in SG&A. The increase was partially offset between periods by the increase in gross margin of $79,000 and the
loss from disposal of oil and gas properties in the period ended April 20, 2017.

Other
income (expense).
Other income (expense) improved by $5,000 from the quarter ended April 30, 2017 to the quarter ended April
30, 2018. The primary reason for the improvement in other income (expenses) is attributed to the recognition of $47,000 in a gain
on derivative instruments, we are required to re-measure all derivative instruments at the end of each reporting period and adjust
those instruments to market. The increase was offset by the recognition of $41,000 in interest expense from the amortization of
debt discount during the period ended April 30, 2018.

Net
loss attributed to Digerati Technologies, Inc.
Net loss attributed to Digerati Technologies, Inc. increased by $146,000 or
26%, from the quarter ended April 30, 2017 to the quarter ended April 30, 2018. The increase in net loss is primarily attributed
to the increase of $29,000 in legal and professional fees, the increase of $303,000 in stock compensation expense, the increase
of $100,000 in SG&A expenses and the increase in depreciation and amortization of $46,000. The increase in net loss was offset
by the improvement between periods in gross margin of $79,000 and the loss from disposal of oil and gas properties in the period
ended April 30, 2017.

C
ost
of Services (exclusive of depreciation and amortization).
The cost of services increased by $143,000, from the nine months
ended April 30, 2017 to the nine months ended April 30, 2018. The increase in cost of services is as a result of the increase
in variable cost associated with the increase in revenue as part of our recent acquisition, the increase in cost related to additional
bandwidth added to our network and the increase in additional hardware/devices deployed for our Value-Added Resellers ("VAR's").

Loss
on disposal of unproven oil and gas properties.
The Company reported a loss on disposal of unproven oil and gas properties
of $248,000 for the nine months ended April 30, 2017 compared to a loss on disposal of assets $0 for the nine months ended April
30, 2018. During the period ended April 30, 2017 the Company terminated its investment in the oil and gas properties and recognized
an impairment loss of $248,000 for the total capitalized investment amount.

18

Selling,
General and Administrative (SG&A) Expenses (exclusive of legal and professional fees).
SG&A expenses increased by
$82,000, or 11%, from the nine months ended April 30, 2017 to the nine months ended April 30, 2018. The increase is primarily
attributed the increase in number of employees and associated salaries as part of the acquisition of Synergy Telecom. The increase
was slightly offset by the reduction in cash compensation to the Company's management team, the reduction in cash compensation
was realized during the period ended April 30, 2018.

Stock
Compensation and Warrant Expense.
Stock compensation expense increased by $902,000, or 212%, from the nine months ended April
30, 2017 to the nine months ended April 30, 2018. The increase is primarily attributed to the recognition of stock option expense
of $205,000 associated to the stock options granted to various employees, in addition to the stock compensation expense of $226,000
associated with the Profit Sharing Plan contribution, stock compensation expense of $155,000 for the stock issued in lieu of cash
to the Company's management team and stock compensation expense of $179,000 for the stock issued for services to various professionals.
In addition, during the nine months ended April 30, 2018 the Company recognized $563,000 in warrant expense for warrants issued
to various professionals and warrants issued in conjunction with various promissory notes associated with the T3 acquisition that
closed in May 2018.

Legal
and professional fees
. Legal and professional fees increased by $207,000 from the nine months ended April 30, 2017 to the
nine months ended April 30, 2018. The increase is attributed to professional and legal expenses incurred related to the professionals
conducting the due diligence on the T3 Communications acquisition.

Depreciation
and amortization
. Depreciation and amortization increased by $76,000 from the period ended April 30, 2017 to the period ended
April 30, 2018. The increase is attributed to the amortization of capitalized intangible assets associated with the non-compete
and customer relationship attributed to the acquisition of Synergy's assets.

Operating
loss.
The Company reported an operating loss of $2,452,000 for the nine months ended April 30, 2018 and an operating loss
of $1,556,000 for the nine months ended April 30, 2018. The increase in operating loss between periods is primarily due to the
increase of $207,000 in legal and professional fees, the increase of $902,000 in stock compensation expense and the increase of
$82,000 in SG&A. The increase was offset between periods by the increase in gross margin of $123,000 and the loss from disposal
of oil and gas properties in the period ended April 30, 2017.

Other
income (expense).
Other income (expense) increased by $95,000, or 100% from the nine months ended April 30, 2017 to the nine
months ended April 30, 2018. The primary reason for the increase in other income (expenses) is attributed to the recognition of
interest / accretion expense of $250,000 related to the adjustment to the present value of a convertible debenture. The increase
we offset by the recognition of $155,000 in a gain on derivative instruments, we are required to re-measure all derivative instruments
at the end of each reporting period and adjust those instruments to market.

Net
loss attributed to Digerati Technologies, Inc.
Net loss attributed to Digerati Technologies, Inc. increased by $991,000 or
64%, from the nine months ended April 30, 2017 to the nine months ended April 30, 2018. The increase in operating loss between
periods is primarily due to the $207,000 increase in legal and professional fees, the increase of $902,000 in stock compensation
expense and the increase of $82,000 in SG&A expenses. The increase was offset between periods by the increase in gross margin
of $123,000 and the recognition of $155,000 in a gain on derivative instruments, we are required to re-measure all derivative
instruments at the end of each reporting period and adjust those instruments to market and the loss from disposal of oil and gas
properties in the period ended April 30, 2017.

Liquidity
and Capital Resources

Cash
Position:
We had a consolidated cash balance of $727,000 as of April 30, 2018. Net cash consumed by operating activities during
the period ended April 30, 2018 was approximately $2,338,000, primarily as a result of operating losses and advances of $1,495,000
into escrow for the acquisition of T3 Communications, Inc. Additionally, we had an increase of $7,000 in accounts receivables,
had an increase in prepaid expenses and other assets of $28,000 and an increase in accounts payable and accrued liabilities for
$221,000.

19

Cash
used in investing activities during the period ended April 30, 2018 was $125,000 which was paid towards the acquisition of Synergy
Telecom.

Cash
provided by financing activities during the period ended April 30, 2018 was $2,517,000, the Company secured $360,000 from
various accredited investors through the issuance of 720,000 restricted common shares with a price of $0.50 per share and
135,000 warrants with an exercise price of $0.50 per share. In addition, the Company secured $159,600, net of discounts under
a convertible debenture and the Company secured $2,233,000 from various promissory notes, offset by repayment of principle
of $235,000. Overall, our net operating, investing and financing activities during the period ended April 30, 2018 consumed
approximately $54,000 of our available cash.

We
are currently taking initiatives to reduce our overall cash deficiencies on a monthly basis. During fiscal 2018 we anticipate
reducing fixed costs, professional fees and general expenses, in addition, certain members of our management team have taken a
significant portion of their compensation in common stock to reduce the depletion of our available cash. To strengthen our business,
we intend to invest in a new marketing and sales strategy to grow our monthly recurring revenue; we anticipate utilizing our value-added
resellers to tap into new sources of revenue streams, we have also secured various agent agreements to accelerate revenue growth.
In addition, we will continue to focus on selling a greater number of comprehensive services to our existing customer base. Further,
in an effort to increase our revenues, we will continue to evaluate the acquisition of various assets with emphasis in VoIP Services
and Cloud Communication Services, as a result during the due diligence process we anticipate incurring significant legal and professional
fees. On May 2, 2018, the Company acquired T3 Communications, Inc., a leading provider of cloud communication and broadband solutions
in Southwest Florida. The acquisition of T3 will allow the Company to accelerate its revenue growth and expand into new markets.

Management
believes that current available resources will not be sufficient to fund the Company’s operations over the next 12 months.
The Company’s ability to continue to meet its obligations and to achieve its business objectives is dependent upon, among
other things, raising additional capital, issuing stock-based compensation to certain members of the executive management team
in lieu of cash, or generating sufficient revenue in excess of costs. At such time as the Company requires additional funding,
the Company will seek to secure such best-efforts funding from various possible sources, including equity or debt financing, sales
of assets, or collaborative arrangements. If the Company raises additional capital through the issuance of equity securities or
securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or
privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds
by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If
the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required
to relinquish its rights to certain technologies. There can be no assurance that the Company will be able to raise additional
funds, or raise them on acceptable terms. If the Company is unable to obtain financing on acceptable terms, it may be unable to
execute its business plan, the Company could be required to curtail its operations, and the Company may not be able to pay off
its obligations, if and when they come due.

Our
current cash expenses are expected to be approximately $95,000 per month, including wages, rent, utilities and corporate professional
fees. As described elsewhere herein, we are not generating sufficient cash from operations to pay for our ongoing operating expenses,
or to pay our current liabilities. As of April 30, 2018, our total liabilities were approximately $4,021,000, which included $398,000
in derivative liabilities. We will continue to use our available cash on hand to cover our deficiencies in operating expenses.

We
estimate that we need approximately $500,000 of additional working capital to fund our ongoing operations during Fiscal 2018.
We used proceeds from the FirstFire financing to pay existing notes and we anticipate raising additional debt financing to meet
our working capital needs.

In
March 2018, the Company raised $80,000 through the issuance of 160,000 shares of common stock and three-year warrants to purchase
30,000 shares of common stock at $0.50 per share.

Digerati’s
consolidated financial statements for the period ending April 30, 2018 have been prepared on a going concern basis, which contemplates
the realization of assets and the settlement of liabilities in the normal course of business. Digerati has incurred net losses
and accumulated a deficit of approximately $80,184,000 and a working capital deficit of approximately $707,000 which raises substantial
doubt about Digerati’s ability to continue as a going concern.

20

Item
3. Quantitative and Qualitative Disclosures About Market Risks.

Not
Applicable.

Item
4. Controls and Procedures.

(a)
Evaluation of Disclosure Controls and Procedures

In
connection with the preparation of this quarterly report on Form 10-Q for the quarter ended April 30, 2018, our Principal Executive
Officer ("PEO") and Principal Financial Officer ("PFO") evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our
disclosure controls and procedures as of the end of the period covered by this report were effective such that the information
required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute
assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have been detected.

(b)
Changes in Internal Controls over Financial Reporting

There
were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) or 15d-15(f) under the Securities
Exchange Act of 1934, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

PART
II - OTHER INFORMATION

Item
1. Legal Proceedings.

None

Item
1A. Risk Factors.

Not
Applicable

Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.

In
October, 2017, the Company issued an aggregate of 80,000 shares of common stock for $40,000 and 3-year warrants to purchase 15,000
shares of common stock at an exercise price of $0.50 per share.

In
March, 2018, the Company issued an aggregate of 160,000 shares of common stock for $80,000 and 3-year warrants to purchase 15,000
shares of common stock at an exercise price of $0.50 per share.

In
May, 2018, the Company issued an aggregate of 40,000 shares of common stock for $20,000 and 3-year warrants to purchase 7,500
shares of common stock at an exercise price of $0.50 per share.

In
May 2018, the Company granted 420,000 stock options to purchase common shares to various employees with an exercise price of $0.45
per share and a term of 5 years. The options vest equally over a period of three (3) years. The options have a fair market value
of $160,200.

In
May, 2018, the Company issued FirstFire a convertible promissory note and the disclosure regarding such note is set forth in Part
II, Item 5 of this Form 10-Q, and is incorporated herein.

21

In
June, 2018, the Company issued an aggregate of 40,000 shares of common stock for $20,000 and 3-year warrants to purchase 7,500
shares of common stock at an exercise price of $0.50 per share.

The
sales and issuances of the securities described above were made pursuant to the exemptions from registration contained in to Section
4(a)(2) of the Securities Act and Regulation D under the Securities Act. Each purchaser represented that such purchaser’s
intention to acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent
to affix appropriate legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate
legends. Each purchaser was given adequate access to sufficient information about us to make an informed investment decision.
Except as described in this prospectus, none of the securities were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved.

Item
3. Defaults Upon Senior Securities.

None

Item
5. Other Information.

On
May 30, 2018, the Company entered into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC, a Delaware
limited liability company (“Firstfire”). Under the agreement, we issued Firstfire a $305,556 principal amount of a
convertible promissory note for a cash purchase price of $275,000 ( “Promissory note"), bearing interest at a rate
of 6% per annum, with maturity on the first anniversary of the date of issuance. The Company paid Firstfire $2,500 for legal and
compliance fees. The Company recorded the legal fees and other cost for a total of $30,400 as a discount to the Promissory note
and they will be amortized over the term to interest expense. I
n connection with the execution
of the securities purchase agreement, we issued 125,000 shares of our common stock to Firstfire as a commitment fee. At issuance,
the Company recognized a non-cash expense for $58,750 for the market value of the shares issued to Firstfire.

The
Promissory note provides Firstfire with the option to convert at any time on or after the 180th calendar day after the issue date,
to convert all or any portion of the then outstanding and unpaid principal amount and interest under the Promissory note into
shares of Common Stock of the Company at a conversion price for each share of Common Stock equal to the lower of (i) $0.50 (the
"Fixed Conversion Price") , or (ii) 65% of the lowest closing bid price of the Company’s Common Stock during the
twenty (20) consecutive trading day period immediately preceding the trading day that the Company receives a Notice of Conversion
(the “Alternate Conversion Price”)

The
Company may Prepay at any time prior to the 180th calendar day after the funding of the Promissory note all or part of the outstanding
principal balance, with the exception of any portion thereof which is the subject of a previously-delivered notice of conversion,
prior to the maturity date for an amount equal to: (i) if the prepayment date is 90 days or less from the date of issuance, 105%
of the sum of the principal amount to be prepaid plus accrued interest, if any; (ii) if the prepayment date is greater than or
equal to 91 days from the date of issuance and less than or equal to 120 days from the date of issuance, 110% of the sum of the
principal amount to be prepaid plus accrued interest, if any; (iii) if the prepayment date is greater than or equal to 121 days
from the date of issuance and less than or equal to 180 days from the date of issuance, 115% of the sum of the principal amount
to be prepaid plus accrued interest, if any.

In
the event of default, the note shall become immediately due and paid in full in an amount (the “Default Amount”) equal
to the principal amount then outstanding plus accrued interest through the date of full repayment multiplied by 150%. The holder
may, at its sole discretion, determine to accept payment part in Common Stock and part in cash.

In
accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

23

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

DIGERATI
TECHNOLOGIES, INC.

(Registrant)

Date:
June 14, 2018

By:

/s/
Arthur L. Smith

Name:

Arthur
L. Smith

Title:

President
and Chief Executive Officer

(Duly
Authorized Officer and Principal Executive Officer)

Date:
June 14, 2018

By:

/s/
Antonio Estrada Jr.

Name:

Antonio
Estrada Jr.

Title:

Chief
Financial Officer

(Duly
Authorized Officer and Principal Financial Officer)

24

Exhibit
10.1

SECURITIES
PURCHASE AGREEMENT

This
SECURITIES PURCHASE AGREEMENT
(the “Agreement”), dated as of May 30, 2018, by and between
DIGERATI TECHNOLOGIES,
INC.
, a Nevada corporation, with headquarters located at 1600 NE Loop 410, Suite 126, San Antonio, TX 78209 (the “Company”),
and
FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
, a Delaware limited liability company, with its address at 1040 First Avenue,
Suite 190, New York, NY 10022 (the “Buyer”).

WHEREAS
:

A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated
by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B.
Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions
set forth in this Agreement, a Senior Convertible Promissory Note of the Company, in the aggregate principal amount of $305,555.56
(as the principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement
thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached
hereto as
Exhibit A,
the “Note”), convertible into shares of common stock, $0.001 par value per share, of the
Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note;
and

C.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is
set forth immediately below its name on the signature pages hereto.

NOW
THEREFORE
, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as
follows:

1.
Purchase and Sale of Note
.

a.
Purchase of Note
. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer
agrees to purchase from the Company, the Note, as further provided herein.

b.
Form of Payment
. On the Closing Date: (i) the Buyer shall pay the purchase price of $275,000.00 (the “Purchase Price”)
for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to
the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company
shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c.
Closing Date
. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall
be 4:00 PM, Eastern Time on the date first written above, or such other mutually agreed upon time.

d.
Closing
. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the
Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).

1A.
Commitment
Shares
. On the Closing Date, the Company shall issue 125,000 shares of the Company’s common stock
(the “Commitment Shares”) to the Buyer as additional consideration for the purchase of the Note. The Commitment
Shares shall be earned in full as of the Closing Date.

1

2.
Buyer’s Representations and Warranties
. The Buyer represents and warrants to the Company as of the Closing Date that:

a.
Investment Purpose
. As of the Closing Date, the Buyer is purchasing the Note and the shares of Common Stock issuable upon
conversion of or otherwise pursuant to the Note and such additional shares of Common Stock, if any, as are issuable on account
of interest on the Note pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion
Shares” and, collectively with the Note (the “Securities”) for its own account and not with a present view towards
the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act;
provided
,
however,
that by making the representations herein, the Buyer does not agree to hold any of the Securities
for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant
to a registration statement or an exemption under the 1933 Act.

b.
Accredited Investor Status
. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”).

c.
Reliance on Exemptions
. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyer to acquire the Securities.

d.
Information
. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue
to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to
the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any,
have been, and for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the
Company regarding its business and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material
nonpublic information regarding the Company or otherwise and will not disclose such information unless such information is disclosed
to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence
investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to
rely on the Company’s representations and warranties contained in Section 3 below.

e.
Governmental Review
. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.

f.
Transfer or Re-sale
. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being
registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the
Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to
the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that
shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities
to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted
by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under
the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities
only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144,
or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”),
and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance
and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any
sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if
said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some
other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein
to the contrary, the Securities may be pledged in connection with a
bona fide
margin account or other lending arrangement
secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities
hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof
or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

2

g.
Legends
. The Buyer understands that until such time as the Note, and, upon conversion of the Note in accordance with its
respective terms, the Conversion Shares, have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A
under the 1933 Act or Regulation S without any restriction as to the number of securities as of a particular date that can then
be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order
may be placed against transfer of the certificates for such Securities):

“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE]
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A
OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The
legend set forth above shall be removed and the Company shall issue a certificate for the applicable shares of Common Stock without
such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares
of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository
Trust Company (“
DTC
”), if, unless otherwise required by applicable state securities laws, (a) such Security
is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to
Rule 144, Rule 144A or Regulation S without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance
with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under
the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible
for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities,
including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus
delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with
respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, Rule 144A or Regulation S,
at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

h.
Authorization; Enforcement
. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and
delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles
of equity.

i.
Residency
. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature
pages hereto.

3

3.
Representations and Warranties of the Company
. The Company represents and warrants to the Buyer as of the Closing Date
that:

a.
Organization and Qualification
. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of
the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as
a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or
the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in
good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect
on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole,
or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.

b.
Authorization; Enforcement
. (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement, the Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance
with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note, and the Conversion Shares by the
Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance
of the Note, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note)
have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its
Board of Directors, its shareholders, or its debt holders is required, (iii) this Agreement and the Note (together with any other
instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this Agreement,
the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and
(iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute,
a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms.

c.
Capitalization; Governing Documents
. As of May 25, 2018, the authorized capital stock of the Company consists of: 150,000,000
authorized shares of Common Stock, of which 11,128,781 shares were issued and outstanding, and 50,000,000 authorized shares of
preferred stock, of which none were issued and outstanding. All of such outstanding shares of capital stock of the Company and
the Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares
of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company
or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement,
other than as publicly announced prior to such date and reflected in the SEC filings of the Company (i) there are no outstanding
options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or
other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii)
there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of
any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained
in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the
issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate
of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as
in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for
Common Stock of the Company and the material rights of the holders thereof in respect thereto.

4

d.
Issuance of Conversion Shares
. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion
of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens,
claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights
of shareholders of the Company and will not impose personal liability upon the holder thereof.

e.
[Intentionally Omitted]
.

f.
Acknowledgment of Dilution
. The Company understands and acknowledges the potentially dilutive effect of the Conversion
Shares to the Common Stock upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon
conversion of the Note, the Conversion Shares, in accordance with this Agreement, and the Note are absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

g.
Ranking; No Conflicts
. The Note shall be a senior debt obligation of the Company, with priority in payment and performance
over all existing and future indebtedness of the Company (except with respect to Thermo Credit). The execution, delivery and performance
of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict
with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with,
or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
note, evidence of indebtedness, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities is
subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or ratchet
provision contained in any other contract in which the Company is a party thereto or any security issued by the Company. Neither
the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents
and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time
or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries
has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which
any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any,
are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law,
ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under
the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or
stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and
the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and,
upon conversion of the Note, issue Conversion Shares. All consents, authorizations, orders, filings and registrations which the
Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.
If the Company is listed on the Over-the-Counter Bulletin Board, the OTCQB Market, any principal market operated by OTC Markets
Group, Inc. or any successor to such markets (collectively, the “OTCBB”), the Company is not in violation of the listing
requirements of the OTCBB and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in the foreseeable
future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

5

h.
SEC Documents; Financial Statements
. The Company has timely filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being
hereinafter referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable
to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC
Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended
or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company
included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material
respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents,
the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business
and for the acquisition of T3 Communications, Inc. subsequent to January 31, 2018, and (ii) obligations under contracts and commitments
incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in
such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results
of the Company. The Company is subject to the reporting requirements of the 1934 Act. The Company has never been a “shell
company” as described in Rule 144(i)(1)(i).

i.
Absence of Certain Changes
. Since January 31, 2018, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act
reporting status of the Company or any of its Subsidiaries.

j.
Absence of Litigation
. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or,
to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard
to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.

k.
Intellectual Property
. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use
all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service
marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business
as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining
to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary
with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated
to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current
and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person;
and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of
its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual
Property.

l.
No Materially Adverse Contracts, Etc
. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate
or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse
Effect.

6

m.
Tax Status
. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that
the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside
on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with
respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None
of the Company’s tax returns is presently being audited by any taxing authority.

n.
Transactions with Affiliates
. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries
makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could
obtain from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors,
or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for
services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from
any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

o.
Disclosure
. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement
and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby
is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to
make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event
or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties,
prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or
announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s
reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the
1933 Act).

p.
Acknowledgment Regarding Buyer’s Purchase of Securities
. The Company acknowledges and agrees that the Buyer is acting
solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby.
The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of
its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice
or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to
the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of
the Company and its representatives.

q.
No Integrated Offering
. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities
to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.

r.
No Brokers
. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

7

s.
Permits; Compliance
. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and
operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of
the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Since January 31, 2018, neither the Company nor any of its Subsidiaries
has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices
relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse
Effect.

t.
Environmental Matters
.

(i)
There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the
Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment,
actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common
law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of
1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice
with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection
with any of the foregoing. The term ”Environmental Laws” means all federal, state, local or foreign laws relating
to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(ii)
Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during
the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the
Company’s or any of its Subsidiaries’ business.

(iii)
There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.

u.
Title to Property
. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached
hereto, or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company
and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a
Material Adverse Effect.

v.
Insurance
. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written
request the Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’
liability coverage, errors and omissions coverage, and commercial general liability coverage.

8

w.
Internal Accounting Controls
. The Company and each of its Subsidiaries maintain a system of internal accounting controls
sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

x.
Foreign Corrupt Practices
. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee
or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the
Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate
funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or
employee.

y.
Solvency
. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent
(i.e.,
its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as
they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that
the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it
intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as
such debts mature. The Company’s financial statements for its most recent fiscal year end and interim financial statements
have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.

z.
No Investment Company
. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.

aa.
No Off Balance Sheet Arrangements
. There is no transaction, arrangement, or other relationship between the Company or any
of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in
its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

bb.
No Disqualification Events
. None of the Company, any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act
(a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company
has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

cc.
Manipulation of Price
. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or
indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold,
bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay
to any person any compensation for soliciting another to purchase any other securities of the Company.

dd.
Breach of Representations and Warranties by the Company
. The Company agrees that if the Company breaches any of the representations
or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement,
it will be considered an Event of Default under Section 3.4 of the Note.

9

4.
ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS
.

a.
Best Efforts
. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6
and 7 of this Agreement.

b.
Form D; Blue Sky Laws
. The Company agrees to file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take
such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable
closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States
(or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or
prior to the Closing Date.

c.
Use of Proceeds
. The Company shall use $250,000.00 of the proceeds from the Note for the repayment of the Company’s
existing debt held by non-affiliates of the Company ($50,000.00 of which shall be used towards the repayment of debt owed to Peak
One Opportunity Fund, L.P.), and the remainder of the proceeds for business development, and not for the repayment of any indebtedness
owed to officers, directors or employees of the Company or their affiliates or in violation or contravention of any applicable
law, rule or regulation.

d.
Right of Participation in Subsequent Offerings
.

i.
From the date first written above until twelve (12) months after the date of the Note, the Company will not, (i) directly or
indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any
option to purchase or other disposition of) any of its or its Subsidiaries' debt, equity or equity equivalent securities,
including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life
and under any circumstances, convertible into or exchangeable or exercisable for Common Stock (any such offer, sale, grant,
disposition or announcement being referred to as a "Subsequent Placement") or (ii) enter into any definitive
agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section
4(d).

ii.
The Company shall deliver to the Buyer an irrevocable written notice (the "Offer Notice") of any proposed or
intended issuance or sale or exchange (the "Offer") of the securities being offered (the "Offered
Securities") in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x)
describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the
Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with
which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with
the Buyer at least $305,555.56 of the Offered Securities (the “Subscription Amount”).

iii.
To accept an Offer, in whole or in part, the Buyer must deliver a written notice to the Company prior to the end of the tenth
(10
th
) business day after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting
forth the portion of the Subscription Amount that the Buyer elects to purchase (the “Notice of Acceptance”). The
Company shall have ten (10) business days from the expiration of the Offer Period to complete the Subsequent Placement and in
connection therewith to issue and sell the Subscription Amount to the Buyer but only upon terms and conditions (including,
without limitation, unit prices and interest rates) that are not more favorable to the Buyer or less favorable to the Company
than those set forth in the Offer Notice. Following such ten (10) business day period, the Company shall publicly announce
either (A) the consummation of the Subsequent Placement or (B) the termination of the Subsequent Placement.

10

iv.
Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company shall
deliver to the Buyer a new Offer Notice and the Offer Period shall expire on the tenth (10th) business day after the Buyer's receipt
of such new Offer Notice.

v.
If by the fifteenth (15
th
) business day following delivery of the Offer Notice nopublic disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment
of such transaction has been received by the Buyer, such transaction shall be deemed to have been abandoned and the Buyer shall
not be deemed to be in possession of any material, non-public information with respect to the Company.

As
used in this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which
commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.

e.
Usury
. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce
any right or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding
any provision to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby,
it is expressly agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement
or instrument contemplated thereby for payments which under applicable law are in the nature of interest shall not exceed the
maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in
no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under applicable
law in the nature of interest that the Company may be obligated to pay under this Agreement, the Note and any document, agreement
or instrument contemplated thereby exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed
by law applicable to this Agreement, the Note and any document, agreement or instrument contemplated thereby is increased or decreased
by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed
by law will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or instrument contemplated
thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness evidenced
by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by the
Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess
to be at the Buyer’s election.

f.
Restriction on Activities
. Commencing as of the date first above written, and until the earlier of payment of the Note
in full or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written
consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; (b) sell, divest, acquire, change
the structure of any material assets other than in the ordinary course of business; or (c) solicit any offers for, respond to
any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any Variable Rate Transaction
(as defined herein), whether a transaction similar to the one contemplated hereby or any other investment.

g.
Listing
. The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common
Stock on the OTCQB or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink
Sheets electronic quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations
under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.
The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any other exchanges or electronic
quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing
on such exchanges and quotation systems.

11

h.
Corporate Existence
. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate
existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation
or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction
(i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith
and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on the OTCQB, any tier of the
NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT.

i.
No Integration
. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.

j.
Breach of Covenants
. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in
this Section 4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an
Event of Default under Section 3.4 of the Note.

k.
Compliance with 1934 Act; Public Information Failures
. For so long as the Buyer beneficially owns the Note, or any Conversion
Shares, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject
to the reporting requirements of the 1934 Act. During the period that the Buyer beneficially owns the Note, if the Company shall
(i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the
current public information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i)
or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each,
a “Public Information Failure”) then, as partial relief for the damages to the Buyer by reason of any such delay in
or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available pursuant
to this Agreement, the Note, or at law or in equity), the Company shall pay to the Buyer an amount in cash equal to three percent
(3%) of the Purchase Price on each of the day of a Public Information Failure and on every thirtieth day (pro rated for periods
totaling less than thirty days) thereafter until the date such Public Information Failure is cured. The payments to which a holder
shall be entitled pursuant to this Section 4(k) are referred to herein as “Public Information Failure Payments.” Public
Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information
Failure Payments are incurred and (iii) the third business day after the event or failure giving rise to the Public Information
Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such
Public Information Failure Payments shall bear interest at the rate of 6% per month (prorated for partial months) until paid in
full.

l.
Acknowledgement Regarding Buyer’s Trading Activity
. The Company acknowledges and agrees that (i) the Buyer has not
been asked to agree, nor has the Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term;
(ii) the Buyer, and counter-parties in “derivative” transactions to which any the Buyer is a party, directly or indirectly,
presently may have a “short” position in the Common Stock, and (iii) the Buyer shall not be deemed to have any affiliation
with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands
and acknowledges that the Buyer may engage in hedging and/or trading activities at various times during the period that the Securities
are outstanding, including, without limitation, during the periods that the value of the Conversion Shares are being determined
and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest
in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges
that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the documents
executed in connection herewith.

12

m.
Disclosure of Transactions and Other Material Information
. If required and at the discretion of the Company, by 9:00 a.m.,
New York time, following the date this Agreement has been fully executed, the Company shall file a Current Report on Form 8-K
describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching this
Agreement, the form of Note (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the Buyer
shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of
their respective officers, directors, employees or agents that is not disclosed in the 8-K Filing. In addition, effective upon
the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and the Buyer or any of its affiliates, on the other hand, shall terminate.

n.
Legal Counsel Opinions
. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost)
for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the
“Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors
and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule
144 are satisfied and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective
registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the
Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will
instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a
“shell company” in connection with its obligations under this Agreement or otherwise.

o.
Piggyback Registration Rights
. The Company hereby grants to the Buyer the registration rights set forth on
Exhibit B
hereto.

p.
Most Favored Nation
. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding
and unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible
into shares of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing
rights or otherwise benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor than
the rights and benefits established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has
been provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company and the
Buyer.

q.
Subsequent Variable Rate Transactions
. From the date hereof until such time as the Buyer no longer holds the Note or any
of the Conversion Shares, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate
Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or
equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares
of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies
with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or
equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after
the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not
limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Any Purchaser shall
be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to
any right to collect damages.

5.
Transfer Agent Instructions
. The Company shall issue irrevocable instructions to the Company’s transfer agent to
issue certificates, registered in the name of the Buyer or its nominee, upon conversion of the Note, the Conversion Shares, in
such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof (the “Irrevocable
Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide,
prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially
delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock
in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior
to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to
Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all
such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement.

13

The
Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5
will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books
and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer
agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated
form) any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when
required by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs,
delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the
Note as and when required by the Note and this Agreement and (iv) it will provide any required corporate resolutions and issuance
approvals to its transfer agent within 6 hours of each conversion of the Note. Nothing in this Section shall affect in any way
the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery
requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Company, with (i)
an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public
sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected
or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit
the transfer, and, in the case of the Securities, promptly instruct its transfer agent to issue one or more certificates, free
from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions
contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section
5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section,
that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring
immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6.
Conditions to the Company’s Obligation to Sell
. The obligation of the Company hereunder to issue and sell the Note
to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions
thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time
in its sole discretion:

a.
The Buyer shall have executed this Agreement and delivered the same to the Company.

b.
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date),
and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.

7.
Conditions to The Buyer’s Obligation to Purchase
. The obligation of the Buyer hereunder to purchase the Note, on
the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided
that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a.
The Company shall have executed this Agreement and delivered the same to the Buyer.

b.
The Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance
with Section 1(b) above.

14

c.
[Intentionally Omitted].

d.
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and
acknowledged in writing by the Company’s Transfer Agent.

e.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date)
and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

f.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.

g.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but
not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934
Act reporting obligations.

h.
Trading in the Common Stock on the OTCBB shall not have been suspended by the SEC, FINRA or the OTCBB.

i.
The Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and
each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office)
of such jurisdiction, as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s
Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents,
instruments and transactions contemplated hereby.

8.
Governing Law; Miscellaneous
.

a.
Governing Law; Venue
. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall
be brought only in the state courts or in the federal courts located in the state and county of New York. The parties to this
Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert
any defense based on lack of jurisdiction or venue or based upon
forum non conveniens
.
EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.
The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal service of
process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note, or
any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

15

b.
Counterparts
. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.
Delivery of a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.

c.
Construction; Headings
. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not
be construed against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and
shall not form part of, or affect the interpretation of, this Agreement.

d.
Severability
. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered
in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby
or thereby.

e.
Entire Agreement; Amendments
. This Agreement, the Note, and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No
provision of this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument
in writing signed by the Buyer.

f.
Notices
. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:

If
to the Company, to:

DIGERATI
TECHNOLOGIES, INC.

1600
NE Loop 410, Suite 126

San
Antonio, TX 78209

Attention:
Arthur Smith

e-mail:
art.smith@shift8networks.net

If
to the Buyer:

FIRSTFIRE
GLOBAL OPPORTUNITIES FUND, LLC

1040
First Avenue, Suite 190

New
York, NY 10022

Attn:
Eli Fireman

e-mail:
eli@firstfirecapital.com

With
a copy by e-mail only to (which copy shall not constitute notice):

LEGAL
& COMPLIANCE, LLC

330 Clematis Street, Suite 217

West
Palm Beach, FL 33401

Attn: Chad Friend, Esq., LL.M.

e-mail: CFriend@LegalandCompliance.com

16

g.
Successors and Assigns
. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder
to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as
that term is defined under the 1934 Act, without the consent of the Company.

h.
Third Party Beneficiaries
. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i.
Survival
. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The
Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and
covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses
as they are incurred.

j.
Publicity
. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any
press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby;
provided
,
however,
that the Company shall be entitled, without the prior approval of the Buyer, to make any press
release or SEC, (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable
law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its
release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

k.
Expense Reimbursement; Further Assurances
. At the Closing to occur as of the Closing Date, the Company shall pay on behalf
of the Buyer or reimburse the Buyer for its legal fees and expenses incurred in connection with this Agreement, pursuant to the
disbursement authorization signed by the Company of even date. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

l.
No Strict Construction
. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.

17

m.
Indemnification
. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities
hereunder, and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall
defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees
and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation,
those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note
or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or
claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf
of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement,
the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed
or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the
status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this
Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under
applicable law.

n.
Remedies
. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Agreement or the Note will be inadequate and agrees, in the event of
a breach or threatened breach by the Company of the provisions of this Agreement or the Note, that the Buyer shall be entitled,
in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction
or injunctions restraining, preventing or curing any breach of this Agreement or the Note and to enforce specifically the terms
and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

o.
Payment Set Aside
. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to the
Note, or the Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver
or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law,
common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

p.
Failure or Indulgence Not Waiver
. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.

[Signature
Page Follows]

18

IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.

DIGERATI
TECHNOLOGIES, INC.

By:

/s/
Arthur Smith

Name:

ARTHUR
SMITH

Title:

CHIEF
EXECUTIVE OFFICER

FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

By: FirstFire Capital Management LLC, its manager

By:

ELI FIREMAN

SUBSCRIPTION
AMOUNT:

Principal
Amount of Note: $305,555.56

Actual
Amount of Purchase Price of Note: $275,000.00*

*
The purchase price of $275,000.00 shall be paid within a reasonable amount of time after the full execution of the Note and all
related transaction documents.

19

EXHIBIT
A

FORM OF NOTE

[attached hereto]

20

EXHIBIT
B

REGISTRATION
RIGHTS

All
of the Conversion Shares and Commitment Shares will be deemed “Registrable Securities” subject to the provisions of
this Exhibit B. All capitalized terms used but not defined in this Exhibit B shall have the meanings ascribed to such terms in
the Securities Purchase Agreement to which this Exhibit is attached.

1.
Piggy-Back Registration
.

1.1
Piggy-Back Rights
. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement
under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account
or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment
plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing
to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable
but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe
the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the
name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable
Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request
in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall
cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall
enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

1.2
Withdrawal
. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

1.3
The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable
Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result
of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to
such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable
Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

1.4
The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder
and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company
may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and
such holders shall furnish the Company with such information.

21

1.5
All fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed
for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through
which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability
insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company
in connection with the consummation of the transactions contemplated by this Exhibit B and (vii) reasonable fees and disbursements
of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable
Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred
in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees
and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.
In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

1.6
The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities,
the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent
role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual
or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other
individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title
or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses (collectively,
“Losses”),
as incurred, arising out of or relating
to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule
or regulation thereunder, in connection with the performance of its obligations under this Exhibit B, except to the extent, but
only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder
of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each
holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Exhibit B of which the Company is aware.

1.7
If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion
as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by
a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred
by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that
it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall
be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by
such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus
exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

[End
of Exhibit B]

22

Exhibit 10.2

THIS
INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY
HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.

NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED
IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal
Amount: $305,555.56

Issue
Date: May 30, 2018

Actual Amount of
Purchase Price: $275,000.00

SENIOR
CONVERTIBLE PROMISSORY NOTE

FOR
VALUE RECEIVED
,
DIGERATI TECHNOLOGIES, INC.
, a Nevada corporation (hereinafter called the “Borrower” or
the “Company”), hereby promises to pay to the order of
FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC
, a Delaware
limited liability company, or registered assigns (the “Holder”), in the form of lawful money of the United States
of America, the principal sum of $305,555.56, which amount is the $275,000.00 actual amount of the purchase price (the “Consideration”)
hereof plus an original issue discount in the amount of $30,555.56 (the “OID”) (subject to adjustment herein) (the
“Principal Amount”) and to pay interest on the unpaid Principal Amount hereof at the rate of six percent (6%) (the
“Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable,
whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The Holder shall pay $275,000.00
of the Consideration within 24 hours of the full execution of the Note and all transactional documents related to this Note, and
the initial outstanding principal amount under this Note shall be $305,555.56 (which includes the prorated portion of the OID).
The maturity date for the Note shall be twelve (12) months from the effective date of the payment of the Purchase Price ( “Maturity
Date”), and is the date upon which the principal sum, of the Note, the OID, as well as any accrued and unpaid interest and
other fees relating to the Note, shall be due and payable.

It
is further acknowledged and agreed that the Principal Amount owed by Borrower under this Note shall be increased by the amount
of all expenses incurred by the Holder relating to the conversion of this Note into shares of Common Stock. All such expenses
shall be deemed added to the Principal Amount hereunder to the extent such expenses are paid by the Holder.

This
Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.

This
Note shall be a senior obligation of the Company, with priority over all future Indebtedness (as defined below) of the Company
as provided for herein.

Interest
shall commence accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the
actual number of days elapsed. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at
the rate of the lesser of (i) fifteen percent (15%) per annum and (ii) the maximum amount permitted by law from the due date thereof
until the same is paid (“Default Interest”).

1

All
payments due hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the
“Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America.
All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance
with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is
not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest
payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken
into account for purposes of determining the amount of interest due on such date.

Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”).
As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial
banks in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein,
the term “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on the OTCQB
(as defined in the Purchase Agreement), any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.

This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The
following terms shall apply to this Note:

ARTICLE
I. CONVERSION RIGHTS

1.1
Conversion
Right.
The Holder shall have the right, at any time on or after the 180th calendar day after the Issue Date, to convert
all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into
fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of
capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at
the Conversion Price (as defined below) determined as provided herein (a “Conversion”);
provided, however
,
that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon
conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of
this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on
conversion or exercise analogous to the limitations contained herein) and (2) the number of Conversion Shares issuable upon
the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would
result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the then outstanding shares of Common
Stock. For purposes of the proviso set forth in the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and
Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso,
provided, however
, that the
limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior
notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such
later date, as determined by the Holder, as may be specified in such notice of waiver) (up to a maximum of 9.99%). The number
of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as
defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the
form attached hereto as
Exhibit A
(the “Notice of Conversion”), delivered to the Borrower by the Holder in
accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other
means resulting in, or reasonably expected to result in, notice) to the Borrower before 4:00 p.m., New York, New York time on
such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any
conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion
plus
(2)
at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the
Conversion Date,
plus
(3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the
immediately preceding clauses (1) and/or (2).

2

1.2
Conversion Price.

(a)
Calculation
of Conversion Price.
The per share conversion price into which Principal Amount and interest (including any Default
Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion
Price”) shall be equal to the lower of (i) $0.50 (the “Fixed Conversion Price”) or (ii) 65% multiplied by
the lowest closing price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the
Trading Day that the Company receives a Notice of Conversion (the “Alternate Conversion Price”);
and provided,
further, however
, and notwithstanding the above calculation of the Alternate Conversion Price or any other calculation of
Conversion Price pursuant to this Section 1.2, if the lowest closing price of the Common Stock is less than the Conversion
Price on the date following the Conversion Date (the “Free Trading Share Receipt Date”) on which the Holder
actually receives from the Company or its transfer agent Conversion Shares issuable pursuant to this Section 1 which are
immediately upon receipt unrestricted and freely tradable by the Holder either by way of (A) registration under the 1933 Act
or (B) pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”), Rule 144A under the 1933 Act
(or a successor rule) (“Rule 144A”) or Regulation S under the 1933 Act (or a successor rule) (“Regulation
S”), then the Conversion Price shall be deemed to have been retroactively adjusted, as of the Conversion Date, to a
price equal to 65% multiplied by the lowest closing price of the Common Stock on the Free Trading Shares Receipt Date (the
“Free Trading Shares Receipt Date Conversion Price”), and the Company shall, on the Trading Day following the
Free Trading Share Receipt Date, issue to the Holder additional shares of unrestricted, freely tradable Common Stock equal to
the difference between (Y) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at
the Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount
at the Free Trading Shares Receipt Date Conversion Price (subject to the beneficial ownership limitations contained in
Section 1.1, such that the additional shares shall be issued in tranches if required to comply with such beneficial ownership
limitations);
and provided, further, however,
and notwithstanding the above calculation of the Conversion Price, if,
prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary
offering (excluding current equity offering at $0.50 per share) of its securities for capital raising purposes (a
“Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an
amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing
date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest)
under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the
Fixed Conversion Price and (ii) a 10% discount to the offering price to investors in the Primary Offering. The Borrower shall
provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an
opportunity to exercise its conversion rights in connection therewith.

(b)
Conversion Price During Major Announcements.
Notwithstanding anything contained in Section 1.2(a) to the contrary, in the
event the Borrower (i) makes a public announcement that it intends to be acquired by, consolidate or merge with any other corporation
or entity (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged)
or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the
Borrower) publicly announces a tender offer to purchase 50% or more of the Common Stock (or any other takeover scheme) (any such
transaction referred to in clause (i) or (ii) being referred to herein as a “Change in Control” and the date of the
announcement referred to in clause (i) or (ii) is being referred to herein as the “Announcement Date”), then the Conversion
Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined
below), be equal to the lower of (x) the Fixed Conversion Price and (y) a 10% discount to the Acquisition Price (as defined below).
From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in Section
1.2(a). For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed
Change in Control for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the
Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly
announces the termination or abandonment of the proposed Change in Control which caused this Section 1.2(b) to become operative.
For purposes hereof, “Acquisition Price” shall mean a price per share of Common Stock derived by dividing (x) the
total consideration (in cash, equity, earn-out or similar payments or otherwise) paid or to be paid to the Borrower or its shareholders
in the Change in Control transaction by (y) the number of authorized shares of Common Stock outstanding as of the business day
prior to the Announcement Date.

3

1.3
Authorized
and Reserved Shares.
The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to
provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 5,000,000 shares of Common Stock or
(b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of
Principal Amount or interest) as of any issue date (taking into consideration any adjustments to the Conversion Price
pursuant to Section 2 hereof or otherwise)
multiplied by
(ii) two and a half (2.5) (the “Reserved
Amount”). In the event that the Borrower shall be unable to reserve the entirety of the Reserved Amount (the
“Reserve Amount Failure”), the Borrower shall promptly take all actions necessary to increase its authorized
share capital to accommodate the Reserved Amount (the “Authorized Share Increase”), including without limitation,
all board of directors actions and approvals and promptly (but no less than 60 days following the calling and holding a
special meeting of its shareholders no more than 60 days following the Reserve Amount Failure to seek approval of the
Authorized Share Increase via the solicitation of proxies. Notwithstanding the foregoing, in no event shall the Reserved
Amount be lower than the initial Reserved Amount, regardless of any prior conversions. The Borrower represents that upon
issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower
shall issue any securities or make any change to its capital structure which would change the number of Conversion
Shares into which this Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time
make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and
reserved, free from preemptive rights, for conversion of this Note. The Borrower (i) acknowledges that it has irrevocably
instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares
issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full
authority to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to
electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or
cause the Conversion Shares to be issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions
of this Note.

If,
at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

1.4
Method of Conversion.

(a)
Mechanics of Conversion
. This Note may be converted by the Holder in whole or in part, on any Trading Day, at any time
on or after the 180th calendar day after the Issue Date, by submitting to the Borrower a Notice of Conversion (by facsimile, e-mail
or other reasonable means of communication dispatched on the Conversion Date prior to 4:00 p.m., New York, New York time). Any
Notice of Conversion submitted after 4:00 p.m., New York, New York time, shall be deemed to have been delivered and received on
the next Trading Day.

(b)
Surrender of Note Upon Conversion.
Notwithstanding anything to the contrary set forth herein, upon conversion of this Note
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless
the entire unpaid Principal Amount is so converted or paid in full. The Holder and the Borrower shall maintain records showing
the Principal Amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to
the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any
dispute or discrepancy, such records of the Borrower shall,
prima facie,
be controlling and determinative in the absence
of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted or paid in full as aforesaid, the Holder
may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will
forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the
Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Principal Amount of this
Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented
by this Note may be less than the amount stated on the face hereof.

(c)
Payment of Taxes
. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other
than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such
shares are to be held for the Holder’s account)
requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction
of the Borrower that such tax has been paid.

4

(d)
Delivery of Common Stock Upon Conversion
. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail
(or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in
this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder
certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f)
hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion or payment
of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note).
If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for
the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s
share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares
to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in
addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the
Deadline and during such Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion
Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price
of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Conversion
Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company, may void
its Notice of Conversion with respect to, and retain or have returned, as the case may be, any portion of this Note that has not
been converted pursuant to such Notice of Conversion; provided that the voiding of an Notice of Conversion shall not affect the
Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing,
if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion
Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Conversion
Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation
pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise
that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares
of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate
(and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall
terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion
Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the
Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically
deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.

(e)
Obligation
of Borrower to Deliver Common Stock.
Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed
to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and the
amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect
such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the
portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other
securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of
Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion
Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute
and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with
respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any
failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the
Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the
Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion
Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such
date.

5

(f)
Delivery of Conversion Shares by Electronic Transfer
. In lieu of delivering physical certificates representing the Conversion
Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance
with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer
agent to electronically transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account
of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

1.5
Concerning the Shares
. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless
(i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer
agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the
Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A or Regulation S or (iv) such
shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise
transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).
Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time
as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate
for the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant
to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in
the following form, as appropriate:

“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED
IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The
legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable
Conversion Shares without such legend upon which it is stamped or (as requested by the Holder) issue the applicable
Conversion Shares by electronic delivery by crediting the account of such holder’s broker with DTC, if, unless
otherwise required by applicable state securities laws: (a) such Conversion Shares are registered for sale under an effective
registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A or Regulation S
without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the
Company or the Holder provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) of the
Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be made without registration
under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company
shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees
to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in
compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the
opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from
registration, such as Rule 144, Rule 144A or Regulation S, at the Deadline, notwithstanding that the conditions of Rule 144,
Rule 144A or Regulation S, as applicable, have been met, it will be considered an Event of Default under this
Note.

6

1.6
Effect of Certain Events.

(a)
Effect of Merger, Consolidation, Etc
. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any
other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of
Default pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such
transaction an amount equal to the Default Amount (defined in Section 3.23) or (ii) be treated pursuant to Section 1.6(b) hereof.
“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other
entity or organization.

(b)
Adjustment Due to Merger, Consolidation, Etc
. If, at any time when this Note is issued and outstanding and prior to conversion
of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number
of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance
of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the
Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable
upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had
this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth
herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this
Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and
of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable
in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effectuate any
transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior
written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of
shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares,
recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert
this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations
of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or
share exchanges.

(c)
Adjustment Due to Distribution.
If the Borrower shall declare or make any distribution of its assets (or rights to acquire
its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any
dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock
of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion
of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such
assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had
such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to
such Distribution.

(d)
Purchase
Rights.
If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues
any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase
Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have
acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note
(without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

7

(e)
Dilutive Issuance
. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells
or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants
any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant
or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise
entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this
Note, and any convertible notes outstanding as of or following the Issue Date), in each or any case at an effective price per
share that is lower than the the Fixed Conversion Price (such lower price, the “Base Conversion Price” and such issuances,
collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so
issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance
shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion
Price shall be reduced, at the option of the Holder, to a price equal the Base Conversion Price. If the Company enters into a
Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued
Common Stock or Common Stock Equivalents at the lowest possible price per share at which such securities could be issued in connection
with such Variable Rate Transaction. Such adjustment shall be made whenever such Common Stock or other securities are issued.
Notwithstanding the foregoing, no adjustment will be made under this Section 1.6(e) in respect of an Exempt Issuance. In the event
of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be
calculated as if all such securities were issued at the initial closing.

An
“Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors
of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of
the non-employee members of the Company’s Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose in a manner which is consistent with the Company’s prior business practices; (b)
securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved by a majority of the
disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of
a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic
with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or
to an entity whose primary business is investing in securities; (c) securities issued pursuant to any equipment loan or leasing
arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by a majority
of the disinterested directors of the Company; or (d) securities issued with respect to which the Holder waives its rights in
writing under this Section 1.6(e).

(f)
Notice of Adjustments.
Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the
events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish
to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in
effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time
would be received upon conversion of the Note.

1.7
[Intentionally Omitted].

8

1.8
Status
as Shareholder.
Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other
than the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s
allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and
(ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only
the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available
at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note.
Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth
(10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any
reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the
Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note
and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been
surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder
shall retain all of its rights and remedies for the Borrower’s failure to convert this Note.

1.9
Prepayment.
Notwithstanding anything to the contrary contained in this Note, at any time prior to or as of (but not following)
the earlier of the (i) the first Conversion Date for the Note hereunder and (ii) the 180th calendar day after the funding of the
Note hereunder, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to
the Holder of the Note, to prepay the outstanding Principal Amount and interest (including any Default Interest) then due under
this Note, in whole or in part, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower
is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days
from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”),
the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder
in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower is entitled to
exercise its right to prepay the Note, and exercises its right to prepay the Note within the initial 90 days following the funding
date of the Note, as provided herein, then the Borrower shall make payment to the Holder of an amount in cash equal to the sum
of: (w) 105% multiplied by the Principal Amount of the Note then outstanding plus (x) accrued and unpaid interest on the Principal
Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If
the Borrower is entitled to exercise its right to prepay the Note, and exercises its right to prepay the Note from the 91
st
calendar day through the 120
th
calendar day following the funding date of the Note, as provided herein, then
the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the Principal Amount
of the Note then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus
(y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower is entitled to exercise its right
to prepay the Note, and exercises its right to prepay the Note from the 121
st
calendar day through the 180
th
calendar day following the funding date of the Note, as provided herein, then the Borrower shall make payment to the Holder of
an amount in cash equal to the sum of: (w) 115% multiplied by the Principal Amount of the Note then outstanding plus (x) accrued
and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts
referred to in clauses (w) and (x).

1.10
Repayment from Proceeds
. While any portion of the outstanding Principal Amount and interest (including Default Interest)
under this Note are due and owing, if the Company receives cash proceeds from any source or series of related or unrelated sources,
including but not limited to, the issuance of equity or debt (excluding the current equity raise at $0.50 per share), the conversion
of outstanding warrants of the Borrower, the issuance of securities pursuant to an equity line of credit of the Borrower or the
sale of assets, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder
of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately
apply all or any portion of such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including
any Default Interest) then due under this Note. Failure of the Borrower to comply with this provision shall constitute an Event
of Default. In the event that such proceeds are received by the Holder prior to the Maturity Date, the required prepayment shall
be subject to the terms of Section 1.9 herein.

ARTICLE
II. RANKING AND CERTAIN COVENANTS

2.1
Ranking and Security
. The obligations of the Borrower under this Note shall rank senior with respect to any and all Indebtedness
incurred as of or following the Issue Date.

9

2.2
Other Indebtedness
. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly
or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any Indebtedness that is senior to or
pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder. As used in this Section 2.2,
the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness”
means (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including
any type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed
in the SEC Documents or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the
Borrower evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred
by the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which
do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations
of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and
(e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter
into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise,
to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower,
whether or not the Borrower has assumed or become liable for the payment of such obligation.

2.3
Distributions on Capital Stock.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not
without the Holder’s written consent which will not be unreasonably withheld (a) pay, declare or set apart for such payment,
any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends
on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any
subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’
rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.4
Restriction on Stock Repurchases and Debt Repayments.
So long as the Borrower shall have any obligation under this Note,
the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or
in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares
of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares, or repay any pari
passu or subordinated indebtedness of Borrower (except as provided in the Purchase Agreement).

2.5
Sale of Assets.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the
Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary
course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

2.6
Advances and Loans; Affiliate Transactions.
So long as the Borrower shall have any obligation under this Note, the Borrower
shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction
with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries
and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the
Borrower has informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties,
made in the ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written
consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed
to any such party.

2.7
Section
3(a)(9) or 3(a)(10) Transaction
. So long as this Note is outstanding, the Borrower shall not enter into any
transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either
Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(l0) of the Securities Act (a
“3(a)(l0) Transaction”). In the event that the Borrower does enter into, or makes any issuance of Common Stock
related to a 3(a)(9) Transaction or a 3(a)(l0) Transaction while this note is outstanding, a liquidated damages charge of 25%
of the outstanding principal balance of this Note, but not less than Twenty Five Thousand Dollars ($25,000), will be assessed
and will become immediately due and payable to the Holder at its election in the form of a cash payment or added to the
balance of this Note (under Holder’s and Borrower’s expectation that this amount will tack back to the Issue
Date).

10

2.8
Preservation of Business and Existence, etc
. So long as the Borrower shall have any obligation under this Note, the Borrower
shall not, without the Holder’s written consent, change the nature of its business or sell, divest, or change the structure
of any material assets other than in the ordinary course of business. In addition, so long as the Borrower shall have any obligation
under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,
rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no
or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of its business makes such qualification necessary. Furthermore,
so long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written
consent, solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with, any other person or
entity with respect to any Variable Rate Transaction or investment.

2.9
Noncircumvention
. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or
Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action
as may be required to protect the rights of the Holder.

2.10
Lost, Stolen or Mutilated Note
. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the
Company shall execute and deliver to the Holder a new Note.

ARTICLE
III. EVENTS OF DEFAULT

It
shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)
shall occur:

3.1
Failure to Pay Principal or Interest.
The Borrower fails to pay the Principal Amount hereof or interest thereon when due
on this Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.

3.2
Conversion
and the Shares.
The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing
that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder
in accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue)
(electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion of
or otherwise pursuant to this Note as and when required by this Note, (iii) reserve the Reserved Amount at all times, or (iv)
the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring
(or issuing) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon
conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its
transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or
to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the
Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written
announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such
failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be
rescinded in writing) for two (2) Trading Days after the Holder shall have delivered a Notice of Conversion. It is an
obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an Event of Default of
this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its
transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order
to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight (48) hours of a
demand from the Holder.

11

3.3
Breach of Agreements and Covenants.
The Borrower breaches any material agreement, covenant or other material term or condition
contained in the Purchase Agreement, this Note, the Warrant described in the Purchase Agreement, the Irrevocable Transfer Agent
Instructions or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.

3.4
Breach of Representations and Warranties.
Any representation or warranty of the Borrower made in the Purchase Agreement,
this Note, the Warrant described in the Purchase Agreement, the Irrevocable Transfer Agent Instructions or in any agreement, statement
or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material
respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights
of the Holder with respect to this Note or the Purchase Agreement.

3.5
Receiver or Trustee.
The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business,
or such a receiver or trustee shall otherwise be appointed.

3.6
Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary
of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed
for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7
Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any
subsidiary of the Borrower.

3.8
Delisting of Common Stock.
The Borrower shall fail to maintain the listing of the Common Stock on at least one of the Over
the Counter Bulletin Board, the OTCQB Market, any level of the OTC Markets, or any level of the Nasdaq Stock Market or the New
York Stock Exchange (including the NYSE American).

3.9
Failure to Comply with the 1934 Act.
At any time after the Issue Date, the Borrower shall fail to comply with the reporting
requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act. It shall
be an Event of Default under this Section 3.9 if the Borrower shall file any Notification of Late Filing on Form 12b-25 with the
SEC.

3.10
Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.11
Cessation of Operations.
Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to
pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as
a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12
Maintenance of Assets.
The failure by Borrower to maintain any material intellectual property rights, personal, real property
or other assets which are necessary to conduct its business (whether now or in the future).

3.13
Financial Statement Restatement.
The restatement of any financial statements filed by the Borrower with the SEC for any
date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result
of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on
the rights of the Holder with respect to this Note or the Purchase Agreement.

12

3.14
Reverse
Splits.
The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the
Holder.

3.15
Replacement of Transfer Agent.
In the event that the Borrower proposes to replace its transfer agent, the Borrower fails
to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form
as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares
of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.16
DTC “Chill”
. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s
services, such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of
the Borrower’s securities.

3.17
Illegality
. Any court of competent jurisdiction issues an order declaring this Note, the Purchase Agreement or any provision
hereunder or thereunder to be illegal.

3.18.
DWAC Eligibility
. In addition to the Event of Default in Section 3.16, the Common Stock is otherwise not eligible for trading
through the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs.

3.19
Cross-Default
. The declaration of an event of default by any lender or other extender of credit to the Company under any
notes, loans, agreements or other instruments of the Company evidencing any Indebtedness of the Company (including those filed
as exhibits to or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure
or grace periods.

3.20
Variable Rate Transactions; Dilutive Issuances
. The Borrower (i) issues shares of Common Stock (or convertible securities
or Purchase Rights) pursuant to an equity line of credit of the Company or otherwise in connection with a Variable Rate Transaction
(whether now existing or entered into in the future), (ii) adjusts downward the “floor price” at which shares of Common
Stock (or convertible securities or Purchase Rights) may be issued under an equity line of credit or otherwise in connection with
a Variable Rate Transaction (whether now existing or entered into in the future), or (iii) a Dilutive Issuance is triggered as
provided in this Note.

3.21
Bid Price
. The Borrower shall lose the “bid” price for its Common Stock ($0.0001 on the “Ask” with
zero market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink, OTCQB or an equivalent replacement
marketplace or exchange).

3.22
Unavailability of Rule 144
. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder
is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder,
the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate
the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant
to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.

3.23
Rights and Remedies Upon an Event of Default
. Upon the occurrence and during the continuation of any Event of Default specified
in this Article III, this Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount (the “Default Amount”) equal to the Principal Amount then outstanding plus
accrued interest (including any Default Interest) through the date of full repayment multiplied by 150%. Holder may, in its sole
discretion, determine to accept payment part in Common Stock and part in cash. For purposes of payments in Common Stock, the conversion
formula set forth in Section 1.2 shall apply. Upon an uncured Event of Default, all amounts payable hereunder shall immediately
become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower, together
with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise
all other rights and remedies available at law or in equity, including, without limitation, those set forth in Section 3.24 below.

13

3.24
Holder’s Right to Confession of Judgment
. Upon the occurrence and during the continuation of any Event of Default,
and in addition to any other right or remedy of the Holder hereunder, under the Purchase Agreement or otherwise at law or in equity,
the Borrower hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the Borrower’s attorney-in-fact,
to appear ex parte and without notice to the Borrower to confess judgment against the Borrower for the unpaid amount of this Note
as evidenced by the Affidavit of Confession of Judgment signed by the Borrower as of the Issue Date and to be completed by the
Holder or its counsel pursuant to the foregoing power of attorney (which power is coupled with an interest), a copy of which is
attached as
Exhibit B
hereto (the “Affidavit”). The Affidavit shall set forth the amount then due hereunder,
plus attorney’s fees and cost of suit, and to release all errors, and waive all rights of appeal. The Borrower waives the
right to contest Holder’s rights under this Section 3.24, including without limitation the right to any stay of execution
and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing right and power to confess
judgment will be deemed to exhaust such power, whether or not any such exercise shall be held by any court to be invalid, voidable,
or void, and such power shall continue undiminished and may be exercised from time to time as the Holder may elect until all amounts
owing on this Note have been paid in full.

ARTICLE
IV. MISCELLANEOUS

4.1
Failure or Indulgence Not Waiver.
No failure or delay on the part of the Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing
hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2
Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:

If
to the Borrower, to:

DIGERATI
TECHNOLOGIES, INC.

1600
NE Loop 410, Suite 126

San Antonio, TX 78209

Attention: Arthur Smith

e-mail:
art.smith@shift8networks.net

If to the Holder:

FIRSTFIRE
GLOBAL OPPORTUNITIES FUND LLC

1040
First Avenue, Suite 190

New York, NY 10022

Attention: Eli Fireman

e-mail:
eli@firstfirecapital.com

14

With
a copy by e-mail only to (which copy shall not constitute notice):

LEGAL
& COMPLIANCE, LLC

330
Clematis Street, Suite 217

West Palm Beach, FL 33401

Attn: Chad Friend, Esq., LL.M.

e-mail:
CFriend@LegalandCompliance.com

4.3
Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and
the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument
as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4
Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations
hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder
to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder
or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding
anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or
other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion
of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than
the amount stated on the face hereof..

4.5
Cost of Collection.
If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.

4.6
Governing Law; Venue; Attorney’s Fees.
This Note shall be governed by and construed in accordance with the laws of
the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning
the transactions contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall
be brought only in the state courts or federal courts located in the state and county of New York. The Borrower hereby irrevocably
waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon
forum non conveniens
.
THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT
OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY.
Each party hereby irrevocably waives personal service of process and
consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement, certificate,
instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute
brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby
shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

4.7
Certain Amounts.
Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding
Principal Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest
on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on
this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty
and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the
sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant
to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate
to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares
of Common Stock.

15

4.8
Purchase Agreement.
The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the
documents entered into in connection herewith and therewith.

4.9
Notice of Corporate Events.
Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder
of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder
with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information
sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining
shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or
otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or
any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled
to vote in connection with any Change in Control or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower
shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior
to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for
the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of
such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement
of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in
accordance with the terms of this Section 4.9.

4.10
Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that
the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened
breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.

4.11
Construction; Headings
. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not
be construed against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not
form part of, or affect the interpretation of, this Note.

4.12
Usury
. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce
any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed
and provided that the total liability of the Company under this Note for payments which under the applicable law are in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any
other sums which under the applicable law in the nature of interest that the Company may be obligated to pay under this Note exceed
such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this
Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless
such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate
is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by
the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such
excess to be at the Holder’s election.

4.13
Severability.
In the event that any provision of this Note is invalid or unenforceable under any applicable statute or
rule of law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note.

16

4.14
Terms of Future Financings.
So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries
of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably
believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder
reasonably believes was not similarly provided to the Holder in this Note, then (i) the Borrower shall notify the Holder of such
additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective
security, and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless
of whether the Borrower complied with the notification provision of this Section 4.14). The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion
discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts. If Holder elects to have
the term become a part of the transaction documents with the Holder, then the Borrower shall immediately deliver acknowledgment
of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgment”) within three
(3) business days of Borrower’s receipt of request from Holder (the “Adjustment Deadline”), provided that Borrower’s
failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. If the Acknowledgement
is not delivered by the Adjustment Deadline, then $1,000.00 per day shall be added to the balance of the Note for each day beyond
the Adjustment Deadline that the Borrower fails to deliver such Acknowledgement. In addition, the Holder shall have the right,
at any time until the Note is satisfied in its entirety, and upon written notice to the Borrower, to purchase an additional convertible
promissory note from the Borrower, with the exact same terms and conditions as provided in this Note (with the understanding that
the Borrower shall execute the form of this Note and all related transaction documents with updated dates within three (3) business
days after the Holder exercises such right).

4.15
Right of First Refusal
. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or
financing from any 3rd party, that the Borrower intends to act upon, then the Borrower must first offer such opportunity to the
Holder to provide such capital or financing to the Borrower on the same terms as each respective 3rd party’s terms. Should
the Holder be unwilling or unable to provide such capital or financing to the Borrower within 5 trading days from Holder’s
receipt of written notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower may obtain such capital
or financing from that respective 3rd party upon the exact same terms and conditions offered by the Borrower to the Holder, which
transaction must be completed within 30 days after the date of the Offer Notice. If the Borrower does not receive the capital
or financing from the respective 3rd party within 30 days after the date of the respective Offer Notice, then the Borrower must
again offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall be repeated.
The Offer Notice must be sent via electronic mail to eli@firstfirecapital.com.

[signature
page follows]

17

IN
WITNESS WHEREOF
, Borrower has caused this Note to be signed in its name by its duly authorized officer on May 30, 2018.

DIGERATI TECHNOLOGIES, INC.

By:

/s/ Arthur L. Smith

Name: Arthur Smith

Title: Chief Executive Officer

18

EXHIBIT
A -- NOTICE OF CONVERSION

The
undersigned hereby elects to convert $_________________________ principal amount of the Note (defined below) into that number
of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below,
of
DIGERATI TECHNOLOGIES, INC.
, a Nevada corporation (the “Borrower”), according to the conditions of the Senior
Convertible Promissory Note of the Borrower dated as of May 30, 2018 (the “Note”), as of the date written below. No
fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box
Checked as to applicable instructions:

☐

The
Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the
undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐

The
undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock
set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately
below or, if additional space is necessary, on an attachment hereto:

FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC

1040 First Avenue, Suite 190 New York, NY 10022

Attn: Eli Fireman

e-mail: eli@firstfirecapital.com

Date of Conversion:

Applicable Conversion Price:

$

Costs Incurred by the Undersigned to Convert
the Note into Shares of Common Stock:

$

Number of Shares of Common Stock to be Issued
Pursuant to Conversion of the Note:

Amount of Principal Balance Due remaining Under
the Note after this conversion:

1.
I am the Chief Executive Officer of defendant DIGERATI TECHNOLOGIES, INC. (the “Company”) (together with
Affiliate, an individual, the “Borrower”). As such, I am fully familiar with all the facts and circumstances
recited herein on personal knowledge. Borrower has its principal place of business at 1600 NE Loop 410, Suite 126, San
Antonio, TX 78209. On behalf of the Borrower, and as an individual, I hereby confess judgment in favor of FirstFire Global
Opportunities Fund, LLC (“FirstFire”), residing at 1040 First Avenue, Suite 190, New York, New York, 10022, in
the amount of the Default Amount (as defined in the senior convertible promissory note between of the parties, dated May 30,
2018, in the original principal amount of $305,555.56 (the “Note”)), less any payments made on or after the date
of this affidavit of confession of judgment, plus interest a default interest rate of fifteen percent (15%) percent per annum
on said amount. In no event shall interest payable hereunder exceed the maximum permissible under applicable law.

20

2.
I hereby authorize the Supreme Court of the State of New York to enter judgment against Borrower in the amount of in the amount
of the Default Amount plus a default interest rate of fifteen percent (15%) per annum on said amount from the date of any default,
plus the costs and attorneys’ fees that are set forth below, less any payments made on or after the date of this affidavit of
confession of judgment, upon Borrower’s failure for any reason to timely make any payment to FirstFire called for by the Note,
due to Borrower’s breach of Section 3.1 of the Note (failure to pay Principal or Interest) or due to Borrower’s breach of its
obligations that it owes to FirstFire pursuant to Sections 3.2-3.22 of the Note.

3.
In order to secure these obligations, Borrower agreed to simultaneously deliver with the execution of the Note this Affidavit
of Confession of Judgment.

4.
The sums confessed pursuant to this affidavit of confession of judgment are justly due and owing to FirstFire under the
following circumstances: Borrower entered into the Note pursuant to which Borrower promised to pay to the order of FirstFire
the Default Amount plus interest as provided for therein. The amounts confessed by this affidavit represent a convertible
note investment by FirstFire in Borrower and arise out of Borrower’s breach of its obligations under the
Note.

5.
Borrower agrees to pay any and all costs and expenses incurred by FirstFire in enforcing the terms of this affidavit of confession
of judgment, including reasonable attorneys’ fees and expenses at the rate of $475.00 per hour that FirstFire incurs or is billed
for io connection with enforcing the terms of the affidavit of confession of judgment, entering any Judgment, collecting upon
said Judgment, and defending or prosecuting any appeals.

21

DIGERATI TECHNOLOGIES, INC.

By:

Arthur
L. Smith

Name:

Arthur Smith

Title:

Chief Executive Officer

22

STATE OF

Texas

)

ss.:

COUNTY
OF

Bexar

)

ACKNOWLEDGMENT

On
May 30, 2018, before me personally came Arthur Smith, to me known, who, by me duly sworn, did depose and say that deponent is
an officer of DIGERATI TECHNOLOGIES, INC., the corporation described in, and which executed the foregoing affidavit of confession
of judgment, that deponent knows the seal of the corporation, that the seal affixed to the affidavit of confession of judgment
is the corporation’s seal, that it was affixed by order of the board of directors of the corporation and that deponent signed
deponent’s name by like order.

/s/
Mark E. Pope

Notary
Public

SEAL:

[Signature
Page to Affidavit of Confession of Judgment]

23

Exhibit 10.3

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “
Agreement
”)
is made as of the 30th day of April 2018, by and among SHIFT8 TECHNOLOGIES, INC., a Nevada corporation (the “
Company
”)
and ITN Partners, LLC (the “
Purchaser
”).

Background:

A. Purchaser desires
to purchase from the Company, and the Company desires to sell to
Purchaser, 199,900 (one hundred ninety-nine thousand and
nine hundred) shares (the “
Shares
”) of the Company’s common stock (the “
Common Stock
”)
or 19.99% of the issued and outstanding shares of the Company.

Agreement:

NOW, THEREFORE, in
consideration of the covenants set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Purchaser and the Company hereby agree as follows:

1.
Purchase
of and Sale of Shares
. On the terms and subject to the conditions set forth
in this Agreement, Purchaser agrees to
purchase from the Company at the Closing (as defined below), and the Company agrees to issue and sell to Purchaser at the
Closing, the Shares for $250,000 (the “
Purchase Price
”)

2.
Closing.
The
closing of such purchase and sale of the Shares (the “
Closing
”) shall
take place on
April 30, 2018 at the offices of the Company, 1600 NE Loop 410, Suite 126, San Antonio, Texas 78209, at 8:00 a.m. Central
Standard Time, or at such other time and place as Purchaser and the Company mutually agree. The Closing may be completed by a
personal meeting or by an exchange of signature pages, certificates and other documents through the mail or by similar means
electronically. At the Closing:

(a) Company
shall deliver to Purchaser a stock certificate evidencing the Shares (in such denominations as the Purchaser shall specify
prior to the Closing) duly signed by the requisite officer of the Company;

(b) Purchaser
shall deliver to Company via cashier’s check or wire transfer the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) in
lawful money of the United States of America which shall be legal tender for the payment of the Purchase Price for the Shares.

3.
Disclosure
of Information
. Purchaser acknowledges and represents that all books, records and documents of the Company relating to
the purchase and sale of the Shares and have been and remain available for inspection by Purchaser upon reasonable notice. By
signature below, Purchaser confirms that all documents requested have been made available, and that Purchaser has been
supplied with all of the additional information concerning the Company and the purchase and sale of the Shares that has been
requested by Purchaser. Purchaser represents that it and its representatives have had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions of the purchase and sale of the Shares and the business,
properties, prospects and financial condition of the Company. The foregoing, however, does not limit or modify the
representations and warranties of the Company in Section 6 of this Agreement or the right of Purchaser to rely thereon.

4.
Conversion
and Conversion Price
. At the option of the Company, and for a period of five years following the date of this Stock Purchase
Agreement, the Shares may be converted into fully paid and non-assessable shares of Common Stock of the Company’s parent
corporation, Digerati Technologies, Inc. (the “
DTGI Common Stock
”), at a ratio of 3.4 shares of DTGI
Common stock for every one (1) share of the Company owned by Purchaser (the “
Conversion Ratio
”) any time
after the DTGI Common Stock has a current market price of $1.50 or more per share for 20 consecutive trading days. For purposes
of this conversion, the “current market price” of the DTGI Common Stock shall mean the closing price on such day reported
on a national or regional securities exchange or OTCQX/ OTCQB by the OTC Markets Group.

5.
Exercise
of Conversion Privilege
. In order to exercise the conversion privilege, the Company shall give the Purchaser written notice
of conversion (the “
Conversion Notice
”), stating the number of Shares to be converted, the conversion
date (the “
Conversion Date
”) and the number of shares that will be issued upon conversion of the Shares.
If the Company elects to convert less than all of the outstanding Shares on any date, it shall select the number of Shares to
be converted from the Shares then outstanding and shall notify the Purchaser so selected. If the Company exercises the conversion,
Purchaser shall surrender the Shares, duly endorsed or assigned to the Company or in blank, at the Company’s principal executive
offices. As promptly as practicable on or after the Purchaser surrenders the Shares, a certificate or certificates for the number
of shares of DTGI Common Stock issuable upon conversion will be delivered to Purchaser.

6.
Representations
and Warranties of the Company
. The Company hereby represents and warrants to Purchaser that:

(a)
Organization,
Good Standing and Corporate Power
. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as presently conducted
and as proposed to be conducted.

(b)
Capitalization
.
The authorized capital of the Company consists, immediately prior to the Closing, of 75,000,000 (Seventy-Five Million) shares
of common stock, of which 1,000,000 (One Million) shares are issued and outstanding, and 1,000,000 (One Million) shares of preferred
stock, none of which are issued and outstanding.

(c)
Authorization
.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the
authorization, execution, delivery and performance of all obligations of the Company under this Agreement and for the
authorization, issuance and delivery of the Shares has been or shall be taken prior to the Closing, and this Agreement, when
executed and delivered, shall constitute a valid and legally binding obligation of the Company, enforceable against the
Company in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, or
other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as
limited by laws relating to the availability of specific enforcement, injunctive relief or other equitable remedies.

2

(d)
Validity of Securities
.
The Shares to be purchased and sold pursuant to this Agreement, when issued, sold and delivered in accordance with its terms for
the consideration expressed herein, will be validly issued, fully paid and non-assessable.

(e)
Compliance with
Other Instruments
.
The execution, delivery and performance of this Agreement by the Company, and the consummation of
the transactions contemplated hereby will not result in a violation of, or default under, any contract, agreement, instrument,
judgment, order, writ, or decree applicable to the Company.

7.
Representations
and Warranties of Purchaser
. Purchaser hereby makes the
following representations and warranties to the Company
and Purchaser agrees to hold harmless the Company from any liability or injury, including, but not limited to, that arising
under Federal or state securities laws, incurred as a result of any misrepresentation herein or any warranties not performed
by Purchaser.

(a)
Organization, Good
Standing and Corporate Power
. Purchaser is a corporation duly organized, validly existing and in good standing under the laws
of the State of Florida. Purchaser is authorized and duly empowered to purchase and hold the Shares and has its principal place
of business at the address set forth on the signature page and has not been formed for the specific purpose of purchasing the
Shares.

(b)
Authorization
.
All corporate action on the part of Purchaser, its officers, directors and stockholders necessary for the authorization, execution,
delivery and performance of all obligations of Purchaser under this Agreement has been or shall be taken prior to the Closing,
and this Agreement, when executed and delivered, shall constitute a valid and legally binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, or
other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited
by laws relating to the availability of specific enforcement, injunctive relief or other equitable remedies.

(c)
Compliance with
Other Instruments
.
The execution, delivery and performance of this Agreement by Purchaser, and the consummation of
the transactions contemplated hereby will not result in a violation of, or default under, any contract, agreement, instrument,
judgment, order, writ, or decree applicable to Purchaser.

(d)
No Public Solicitation
.
The offer to sell the Shares was directly communicated to Purchaser and Purchaser was able to ask questions of and receive answers
concerning the terms and conditions of this transaction. At no time was Purchaser presented with or solicited by or through any
article, notice or other communication published in any newspaper or other leaflet, public promotional meeting, television, radio
or other broadcast or transmittal advertisement or any other form of general advertising.

3

(e)
Investment Intent
. The
Shares are being purchased solely for Purchaser’s own account, for investment, and are not being purchased with a view to
the resale, distribution, subdivision or fractionalization thereof.

(f)
Restrictions
on Transfer.
Purchaser understands that the Shares have not been registered, and that the Company is under no obligation to
register the Shares under the Securities Act of 1933, as amended (the “
Securities Act
”), or any state
securities laws in reliance upon exemptions from registration for non-public issuances of securities by issuers of such securities.
Purchaser understands that the Shares or any interest therein, may not be, and agrees that the Shares or any interest therein,
will not be, resold or otherwise disposed of by Purchaser unless they are subsequently registered under the Securities Act and
under appropriate state securities laws or unless Purchaser provides the Company with an opinion of counsel satisfactory to the
Company that an exemption from registration is available. Purchaser further understands that each certificate representing the
Shares and any other securities issued in respect thereto upon any stock distribution, recapitalization, merger, consolidation
or similar event, are expected (unless otherwise permitted by the provisions of this Section or by applicable law) to be stamped
or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable
state securities laws):

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT
THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

(g)
Purchaser Understandings
.
Purchaser affirms that he has been informed of and understands the following:

(i) There
are substantial restrictions on the transferability of the Shares under the Securities Act; and

(ii) No
federal or state agency has made any finding or determination as to the fairness of the Shares for public investment or any recommendation
or endorsement of the Shares.

(i) None
of the following information has ever been represented, guarantied, or
warranted to Purchaser expressly or by
implication, by the Company, or any agents or employee of the Company, or by any other person:

(i) The
approximate or exact length of time that Purchaser will be required to hold the Shares;

(ii) The
percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment
in the Shares; or

4

(iii)
That the past performance or experience of the Company, or associates, agents, affiliates, or employees of the Company or any other
person, will in any way indicate or predict economic results in connection with the purchase or ownership of the Shares.

(j) Purchaser
hereby agrees to hold harmless, the Company, its directors, officers,
employees, agents and representatives, and any
person participating in the purchase and sale of the Shares from and against any and all liability, damage, cost and expenses
incurred on account of or arising out of:

(i) Any
inaccuracy in the declarations, representations, and warranties herein above set forth;

(ii) The
disposition of any of the Shares by Purchaser contrary to the foregoing declarations, representations and warranties; or

(iii)
Any
action, suit or proceeding based in whole or in part upon (A) the claim that said declarations, representations, or warranties
were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company; (B) the disposition of any
of the Shares; or (C) the breach by Purchaser of any provision of this Agreement.

8.
Indemnification
.
Purchaser hereby covenants and agrees to indemnify the Company (including its directors, officers, employees and agents) and any
person participating in the distribution of the Shares and hold them harmless from and against any and all liability, damage,
costs (including legal fees and court costs) and expenses incurred on account of or arising out of (i) any inaccuracy in the declarations,
representations, and warranties of Purchaser herein above set forth; (ii) the disposition of any of the Shares contrary to the
foregoing declarations, representations and warranties; and (iii) any action, suit or proceeding based upon (A) the claim that
said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress
from the Company; (B) the disposition of any of the Shares,; or (C) the breach by Purchaser of any provision of this Agreement.

9.
Miscellaneous.

(a)
Entire
Agreement
. This Agreement, together with its exhibits and any other documents referenced herein, constitute the entire contract
between the Company and Purchaser relative to the purchase and sale of the Shares and supersede any and all prior or contemporaneous
oral or written agreements, understandings and discussions with respect thereto.

(b)
Expenses
.
The Company and Purchaser will each bear its own legal and other fees and expenses in connection with the transactions contemplated
in this Agreement.

(c)
Counterparts
.
This Agreement may be executed in two or more counterparts, (including by facsimile or electronic mail) each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.

5

(d)
Headings
. The headings of the sections of this Agreement
are for convenience and shall not by themselves determine the interpretation of this Agreement.

(e)
Survival of Representations
and Warranties
. The representations and warranties of the parties contained in or made pursuant to this Agreement shall survive
the execution of this Agreement and the Closing.

(f)
Amendments
. Any term or
provision of this Agreement may be amended and the observance of any term, condition, or provision of this Agreement may be waived
(either generally or in a particular instance and either retroactively or prospectively) by a written instrument signed by the
Company and Purchaser.

(g)
Severability
. If one or
more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such provision was excluded and shall be enforceable
in accordance with its terms.

(h)
Acknowledgement as to Counsel
.
The parties acknowledge and agree that counsel for the Company has prepared this Agreement and the other documents contemplated
hereby as counsel to the Company and not as counsel to Purchaser and that Purchaser has been advised and given opportunity to
retain his, her or its own counsel at his, her or its own expense.

(i)
Governing Law
. This Agreement
shall be governed and construed for all purposes in accordance with the laws (without giving effect to the principles governing
conflicts of laws) of the State of Florida. The parties hereby subject themselves to the jurisdiction of the Federal and state
courts located within Lee County, State of Florida.

[Balance of Page Intentionally Blank.
Signature on Following Pages.]

6

IN WITNESS WHEREOF, the parties hereto
have executed (or caused this Agreement to be executed by their duly authorized representative) as of the date first written above.

“PURCHASER”:

ITN Partners, LLC

By:

Name:

Title:

“COMPANY”:

Shift8 Technologies, Inc.
a Nevada corporation

By:

/s/ Arthur L. Smith

Name:

Arthur L. Smith

Title:

CEO

7

EXHIBIT 31.1

CERTIFICATION

I, Arthur L. Smith, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Digerati Technologies, Inc., a Nevada Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

June 14, 2018

/s/ Arthur L. Smith

Arthur L. Smith

President and Chief Executive
Officer

EXHIBIT
31.2

CERTIFICATION

I,
Antonio Estrada, Jr., certify that:

1.

I
have reviewed this Quarterly Report on Form 10-Q of Digerati Technologies, Inc., a Nevada
Corporation;

2.

Based
on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the
period covered by this report;

3.

Based
on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented
in this report;

4.

The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and

5.

The
registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

June 14, 2018

/s/ Antonio
Estrada, Jr.

Antonio
Estrada, Jr.

Chief
Financial Officer

EXHIBIT 32.1

CERTIFICATION
OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

PURSUANT TO
18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF

THE
SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report
(the “Report”) of Digerati Technologies, Inc. (the “Company”) on Form 10-Q for the period ending April 30,
2018, as filed with the Securities and Exchange Commission on the date hereof, I, Arthur L. Smith, President and Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that,

1)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and

2)

the information in the Report fairly presents, in all material respects, the financial condition
and result of operations of the Company.

By:

/s/ Arthur L. Smith

Arthur L. Smith

President and Chief Executive
Officer

June 14, 2018

EXHIBIT 32.2

CERTIFICATION
OF THE chief FINANCIAL
OFFICER PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report
(the “Report”) of Digerati Technologies, Inc. (the “Company”) on Form 10-Q for the period ending April 30,
2018, as filed with the Securities and Exchange Commission on the date hereof, I, Antonio Estrada Jr., the Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,

1)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and

2)

the information in the Report fairly presents, in all material respects, the financial condition
and result of operations of the Company.